Damon J. Kalt

PARTNER

Washington, DC +1 202 429 8085

Areas of Work Antitrust/Competition, Antitrust Mergers, Acquisitions, & Joint Ventures, Antitrust Litigation

Overview Damon Kalt's practice encompasses all aspects of antitrust law, including private litigation, class action defense, cartel investigations, compliance counseling, mergers and acquisitions, joint ventures, Hart-Scott-Rodino compliance, and representation of clients in connection with civil investigations by the United States Department of Justice (DOJ), the Federal Trade Commission (FTC), and the Federal Communications Commission (FCC), among other regulators. He has extensive experience representing clients across a number of industries, including internet/technology, telecommunications, health care, computer software and hardware, waste services, aerospace, energy, mining, machine tools, financial services, and automotive repair equipment, among others. Damon has extensive government experience, having worked as a trial attorney in the Attorney General's Honors Program of the DOJ's Antitrust Division and as a law clerk in the FTC's Northwest Regional Office. At the DOJ, Damon worked in the Technology & Financial Services Section on civil merger and non-merger investigations in the information technology, software, and financial services industries. Some of the more notable matters that he worked on at the Antitrust Division include United States v. Pearson plc (D.D.C. 2008), and the Google/Yahoo, Chicago Mercantile Exchange/Chicago Board of Trade, Whirlpool/Maytag, and Blackboard/WebCT investigations. Damon most recently served as senior counsel for antitrust and competition at Cigna Corporation, where he advised on antitrust and competition law-related issues across the company's various lines of business including medical, pharmacy, Medicare and Medicaid. Damon served as the primary internal counsel for all antitrust and competition aspects of Cigna's acquisition of Express Scripts, a vertical transaction that the DOJ approved unconditionally in September 2018.

Bar & Court Admissions

District of Columbia

Education

J.D., University of Arizona James E. Rogers College of Law, 2004 B.A., University of California, Berkeley, 1999 Representative Matters Defending education technology company in multiple putative antitrust class actions. Represented a Turkish manufacturer in connection with a $500 million joint venture for a mine to be developed in the western United States.

Primary internal antitrust counsel for Cigna's $67 billion acquisition of Express Scripts.

Successfully defended a major company in a DOJ Antitrust Division gun-jumping investigation.

Represented Republic Services before the DOJ Antitrust Division in its acquisition of Tervita, an oil ﬁeld services company, for $485 million. Early termination granted following presentation to DOJ.

Represented Entergy in connection with its acquisition of a CCGT power plant before the DOJ. Damon managed the response to the DOJ Antitrust Division's Second Request and assisted in obtaining clearance for the merger.

Represented Republic Services before the DOJ Antitrust Division in its acquisition of Rainbow Services, Inc. Early termination granted following presentation to DOJ.

Represented Netﬂix, Inc. in successfully opposing the proposed merger between Comcast and Time Warner Cable.

Represented Korean noodle manufacturer in putative consolidated antitrust class action alleging price ﬁxing of products sold in the United States. Obtained dismissal on motion to dismiss for failure to state a claim.

Represented Republic Services in case ﬁled in Louisiana alleging antitrust and unfair trade practices violations.

Represented a large government contractor in a DOJ teaming agreement investigation in the intelligence industry.

Represented a large global manufacturer and industrial equipment supplier before the FTC in its $1.15 billion sale of its automotive solutions division. Damon managed the response to the FTC's Second Request and assisted in obtaining clearance for the merger.

Represented a large retail real estate company before the FTC in its $2.3 billion acquisition of a competing outlet mall portfolio. Damon assisted in obtaining clearance for the merger, with minimal remedies, following an extensive investigation. The merger combined two of the largest players in the outlet mall industry.

Counsel for third parties before the DOJ, FTC, and European Commission to support/oppose proposed mergers or negotiate favorable remedy terms on behalf of clients. Damon has represented third-parties in several recent merger transactions, including the acquisition of Skype Global S.à r.l. by Microsoft Corp., the acquisition of EMI Recorded Music by Vivendi, S.A., and the acquisition of EMI Music Publishing by Sony/ATV Music Publishing, among others.

Speaking Engagements Annual Antitrust, Competition and Trade Practice Group Meeting, Lex Mundi, September 16, 2016

"Emerging Antitrust Issues: Non-Reportable Transactions Explored LIVE Webcast," The Knowledge Group Live Webcast Series, November 13, 2014 News & Publications MEDIA MENTIONS Best Lawyers in America 2022 Recognizes 91 Steptoe Lawyers August 23, 2021

CLIENT ALERTS Steptoe Executive Order on Competition (EOC) Tracker July 21, 2021 By: Michael L. Weiner, Micah S. Green, Leslie A. Belcher, Christopher Bjornson, David H. Coburn, John J. Kavanagh, Damon J. Kalt, Douglas G. Green, Pantelis Michalopoulos, Scott A. Sinder, Bill Toth, Travis West, Peter W. Denton, Dane Jaques

MEDIA MENTIONS Media Cover Steptoe’s Success for Pearson Education June 16, 2021

CLIENT ALERTS Supreme Court: FTC May Not Seek Restitution Directly in Federal Court April 23, 2021 By: Damon J. Kalt, John J. Kavanagh, Michael L. Weiner

CLIENT ALERTS FTC & DOJ Temporarily Suspend Practice of Early Termination February 4, 2021 By: John J. Kavanagh

CLIENT ALERTS A Busy Month for DOJ on No-Poach/Wage-Fixing Enforcement Front December 23, 2020 By: Patrick F. Linehan, Damon J. Kalt, Rachel B. Peck, Daniel Aldrich

PRESS RELEASES Steptoe Receives 125 Individual Mentions in Best Lawyers in America 2021 Four Lawyers Named 'Lawyer of the Year' August 20, 2020

CLIENT ALERTS DOJ Launches Procurement Collusion Strike Force Justice Department Launches Procurement Collusion Strike Force, Signaling Continued Eﬀort to Combat Bid Rigging and Collusion in Government Contracting November 11, 2019 By: Paul R. Hurst, Patrick F. Linehan, Damon J. Kalt, Rachel B. Peck, Caitlin Conroy

CLIENT ALERTS DOJ Antitrust Division Uses Novel Arbitration Approach to Resolve Merger Challenge September 19, 2019 By: Damon J. Kalt, Daniel Aldrich

PRESS RELEASES Antitrust and Competition Lawyer Damon Kalt Returns to Steptoe June 27, 2019 Events WEBINARS Antitrust Enforcement in the Biden Administration What We Know from the First 100 Days April 15, 2021 Speakers: Damon J. Kalt, John J. Kavanagh, Michael L. Weiner, Rachel B. Peck

WEBINARS 2nd Annual Regulatory Symposium: Mergers in Regulated Industries October 8, 2020 Speakers: Peter W. Denton, Damon J. Kalt, Brian Egan, Frederick Day (Brookﬁeld Asset Management), Gregory Camet (Entergy), Hadass Kogan (DISH Network)

WEBINARS 2nd Annual Regulatory Symposium: Carrots Rather than Sticks 2020

WEBINARS Hot Topics in Antitrust: Digital Platforms February 5, 2020 Speakers: David O'Sullivan, Charles Whiddington, Damon J. Kalt, Paul Hughes

WEBINARS EU Commission's Consultation on Horizontal Collaboration: What it Means for Companies on Both Sides of the Atlantic Hot Topics in Antitrust Webinar Series December 3, 2019 Speakers: David O'Sullivan, Charles Whiddington, Damon J. Kalt, Zanda Romata

Noteworthy Best Lawyers in America, Antitrust Law (2021-2022)

Professional Aﬃliations American Bar Association, Section of Antitrust Law