Michael B. Bernstein

Partner

Washington, D.C. Tel +1 202.942.5227

michael.b.bernstein@arnoldporter.com vCard

Michael Bernstein is a Chambers-ranked practitioner and trusted advisor to major corporations, private equity firms, and boards of directors. He has served as lead counsel in numerous high-profile matters for companies such as BP, Kroger, Boston Scientific, GE, and AMC Entertainment, among others. Michael has extensive experience securing antitrust clearance for mergers, acquisitions, joint ventures, and other business combinations from federal, state and foreign competition authorities. He also represents clients in government investigations and civil litigation, and provides strategic advice to help businesses achieve their goals.

Michael has been recognized for his work by Chambers USA (2015–2023), which notes that he is "highly regarded for his handling of antitrust concerns related to a variety of transactions" and "demonstrates significant talent in his representation of high-profile clients in mergers, civil litigation and government investigations."

He also has been ranked by The Legal 500 (2015–2023) and named a Future Leader by Who's Who Legal (2017–2022), a Rising Star by the National Law Journal (2017) and Law360 (2016), and one of the top 40 attorneys under 40 in Washington, D.C. by Bisnow (2015).

Clients describe Michael as:

“Always looking for the best solution for the company, taking esoteric antitrust law and making it understandable" (Chambers USA).
"Gets right to the issue," "very practical and able to dig into complex matters" (Chambers USA).
"Tremendously responsive and practical" and "an adept negotiator" with a "really good sense of humor" (Acritas).
"Excellent at negotiating with the regulatory authorities" and "roll[s] up his sleeves" (Chambers USA).
"An antitrust specialist" that "always goes above and beyond" (Chambers USA).
"Really knows his stuff" with "lots of merger review experience" (Chambers USA).

Michael regularly represents clients before the Antitrust Division of the Department of Justice (DOJ) and the Federal Trade Commission (FTC). His work spans nearly all sectors of the economy, including retail, grocery, food, convenience stores, consumer goods, sporting equipment, apparel, entertainment, medical devices, pharmaceuticals, healthcare, financial services, private equity, computer and information technology, software, telecommunications, chemicals, oil and gas, automobiles, automotive parts, and building materials.

As a multiracial, first-generation U.S. citizen, Michael is active in the firm's diversity and inclusion initiatives and serves on the Anti-Defamation League's D.C. Regional Board. He is also a Fellow of the American Bar Foundation, serves on the firm's National Hiring, Associate Evaluation, and Professional Development committees, and is a past co-chair of the firm's New Associate and Summer Associate committees.

Michael also maintains an active pro bono practice, where he represented the Sikh Foundation of Virginia, Hindu American Foundation and Rajdhani Mandir, as amici curiae in Sainani v. Belmont Glen Homeowners Assoc., 831 S.E.2d 662 (Va. 2019), challenging discriminatory homeowners association regulation of holiday light displays by a Hindu family that observes Hindu, Sikh, and Sindhi religious festivals.

Focus Areas

Experience

BP, as lead worldwide antitrust counsel, in securing unconditional clearance after FTC review for its US$1.3 billion acquisition of TravelCenters of America Inc.
Boston Scientific, as lead worldwide antitrust counsel, in securing unconditional clearance for its US$615 million acquisition of Apollo Endosurgery Inc.
BP, as lead worldwide antitrust counsel, in its US$4.1 billion acquisition of Archaea Energy, a leading producer of renewable natural gas.
Boston Scientific, as lead worldwide antitrust counsel, in its acquisition of a minority stake of M.I.Tech Co. Ltd from Synergy Innovation Co. Ltd.
BP, as lead worldwide antitrust counsel, in its sale of BP’s interest in the Sunrise oil sands to Cenovus Energy and acquisition of Cenovus’s interest in the Bay du Nord project in Eastern Canada -- an important step in BP’s plans to create a more focused, resilient and competitive business in Canada.

Lifeworks, as lead counsel in obtaining all competition and foreign direct investment clearances outside of Canada related to its C$2.9 billion sale to TELUS.
McCormick & Co. in its US$99 million sale of its Kitchen Basics business, comprising a line of ready-to-use stocks and broths and related products to Del Monte, expanding its national retail presence in the category.
Boston Scientific, as lead worldwide antitrust counsel, in its US$1.75 billion acquisition of Baylis Medical, which expanded the company’s electrophysiology and structural heart product portfolios. Secured unconditional competition clearances in the U.S., Canada, and Austria, as well as Investment Canada Act approval.
BP, as lead worldwide antitrust counsel, in its sale of BP’s interests in the Pike Oil Sands project and certain other assets in the Leismer and Kirby areas of Alberta, Canada, to Canadian Natural Resource Limited.
BP, as lead worldwide antitrust counsel, in its acquisition of EDF Energy Services, a leading supplier of power, natural gas, and related services across the U.S., a transaction key to BP’s Net Zero by 2050 initiative.
Kroger, as lead counsel, on its in-store and e-commerce collaborations with Bed Bath & Beyond for home goods and durable baby products.
BP, as lead antitrust counsel, in its sale of its 50% interest in the Toledo Refinery and related assists to Cenovus Energy.
Boston Scientific, as lead worldwide antitrust counsel, in its US$1.07 billion acquisition of Lumenis LTD from Baring Private Equity Asia. Secured unconditional clearances from competition authorities in jurisdictions spanning five continents.
Capital One, NA in its acquisition of TripleTree LLC, a leading investment banking advisory platform serving market-leading healthcare companies.
Boston Scientific, as lead worldwide antitrust counsel, in its US$295 million acquisition of the remaining interest of Farapulse, a pioneer in the field of pulsed electric field ablation technology.
BP, as lead worldwide counsel, in its acquisition and privatization of midstream assets from BP Midstream Partners.
Boston Scientific, as lead worldwide antitrust counsel, in its acquisition of Devoro Medical for US$269 million, plus additional milestone payments.
BP, as lead worldwide antitrust counsel, in its acquisition of the remaining interests in Thorntons LLC, a leading gasoline and convenience store chain with locations in the Midwest and Florida from its joint venture partner, Arclight Capital Partners.
BP, as lead worldwide antitrust counsel, in its U.S. offshore wind strategic partnership with Equinor and the US$1.1 billion acquisition of 50% interest in four assets in two wind leases located offshore New York and Massachusetts that together have the potential to generate power for more than two million homes.
BP, as lead worldwide antitrust counsel, in its acquisition of AMPLY Power, an electric vehicle charging and energy management provider for fleets that operate trucks, transit and school buses, vans, and light-duty vehicles.
Boston Scientific, as lead worldwide antitrust counsel, in its acquisition of Preventice Solutions for US$925 million and potential milestone payments.
BP, as lead worldwide antitrust counsel, in its purchase of 9GW of solar development projects in the U.S. from independent U.S. solar developer 7X Energy.
Boston Scientific, as lead worldwide antitrust counsel, in its US$4.2 billion acquisition of BTG plc subject to the UK takeover code, and its related divestiture of BSC's microspheres business to Varian Medical Systems. Secured clearances from the competition authorities in the U.S., Spain, Germany, Austria, Israel, and Colombia, among others.
Boston Scientific, as lead worldwide antitrust counsel, in the sale of its Intrauterine Health franchise to Minerva Surgical.
BP, as lead worldwide antitrust counsel, in securing FTC clearance of BP’s US$5.6 billion sale of its entire business in Alaska, including all of its upstream and midstream businesses in the state, to Hilcorp, the largest private operator in Alaska.
Kroger, as lead worldwide antitrust counsel, in the formation of a joint venture with Walgreens to create Retail Procurement Alliance, a group purchasing organization.
BP, as lead worldwide antitrust counsel, in securing unconditional FTC clearance for its US$10.5 billion acquisition of BHP's U.S. shale oil and gas assets. The transaction was BP's largest acquisition since 1999.
AMC Entertainment Inc., as lead worldwide antitrust counsel, in securing DOJ clearance for its US$1.1 billion acquisition of Carmike Cinemas, creating the largest movie exhibitor in the U.S. and world.
Kroger, as lead worldwide antitrust counsel, in securing FTC clearance for the sale of its digital coupon and digital rebate publishing unit, You Technology, to Inmar.
BP, as lead worldwide antitrust counsel, in the formation of a joint venture with Arclight Capital Partners to acquire Thornton's, a leading privately owned gasoline and convenience store chain with locations in the Midwest and Florida. Secured unconditional clearances from the competition authorities in the U.S. and Spain.
Kroger, as lead worldwide antitrust counsel, in securing unconditional FTC clearance for its US$200+ million acquisition of Home Chef, one of the largest private meal kit delivery companies in the U.S.
Saudi Basic Industries Corporation (SABIC), as lead worldwide antitrust counsel, in securing worldwide merger clearances for the creation of a joint venture with Exxon-Mobil to build and operate a multibillion dollar petrochemical plant producing ethylene and ethylene derivatives.
Kroger, as lead worldwide antitrust counsel, in securing unconditional FTC clearance for its US$2.5 billion sale of its convenience store unit to EG Group, a privately held convenience store retailer.
Boston Scientific, as lead worldwide antitrust counsel, in securing unconditional competition clearances for its US$435 million acquisition of Symetis, a Swiss structural heart company focused on minimally invasive transcatheter aortic valve implantation devices.
BP, as lead antitrust counsel, in securing unconditional FTC clearance for the sale of its nonoperating interest in Alaska's Kuparuk oil fields, made in conjunction with BP's acquisition of 16.5% in the Clair field from ConocoPhillips.
General Electric, as lead worldwide antitrust counsel, in its US$674 million sale of its remaining holdings in Penske Truck Leasing to Penske Automotive Group and Mitsui & Co.
BP, as lead antitrust counsel, in securing FTC clearance for its US$155 million acquisition of the upstream portion of Clean Energy's renewable natural gas business and establishment of a long-term supply contract with Clean Energy to support the firm's continuing downstream renewable natural gas business.
Kroger, as lead antitrust counsel, in securing FTC clearance for its acquisition of certain Farm Fresh stores from SUPERVALU.
BP, as lead antitrust counsel, in securing unconditional antitrust clearance for its US$160 million acquisition of 85% of the Olympic Pipeline from Enbridge Holdings.
Kroger, as lead antitrust counsel, in securing FTC approval for its acquisition of assets from Marsh Supermarkets pursuant to a bankruptcy court-approved sale.
Boston Scientific, as lead worldwide antitrust counsel, in its US$1.6 billion acquisition of American Medical Systems' urology portfolio from Endo International. Secured unconditional clearance for the transaction in the U.S. and all foreign jurisdictions, including developing a strategy to avoid a "Second Request" in the U.S.
Kroger, as lead antitrust counsel, in securing FTC clearance for its US$2.5 billion acquisition of Harris Teeter, which was permitted to close with no divestitures.
General Electric, as lead worldwide antitrust counsel, in its US$1.775 billion acquisition of Milestone Aviation Group, a Dublin-based helicopter lessor.
Kroger, as lead antitrust counsel, in securing unconditional FTC clearance for its US$800 million merger with Roundy's Supermarkets.
AMC Entertainment Inc., as lead antitrust counsel, in securing DOJ clearance for its US$172 million acquisition of the Starplex Cinemas.
Saudi Basic Industries Corporation (SABIC), as lead worldwide antitrust counsel, in securing competition clearances for its US$640 million joint venture with SK Global Chemicals for the manufacture of high-performance polyethylene products.
Boston Scientific, as lead worldwide antitrust counsel, in securing FTC and foreign competition clearances for its US$415 million acquisition of Bayer AG's interventional business.
Northstar Memorial Group, "one of the nation's leading funeral, cremation and memorial services providers," as lead antitrust counsel in its acquisition of certain assets divested pursuant to an FTC consent decree that was entered in conjunction with SCI's US$1.4 billion acquisition of Stewart Enterprises.
Boston Scientific, as lead worldwide antitrust counsel, in securing unconditional clearance for its US$275 million acquisition of C.R. Bard's electrophysiology business.
BP in the US$2.4 billion sale of its Carson, California refinery and related logistics and marketing assets to Tesoro Corporation.
Sony Corporation of America and Sony/ATV Music Publishing in obtaining antitrust clearance for its US$2.2 billion purchase of EMI’s music publishing business.
Intel in connection with its purchase of security software firm McAfee for US$7.68 billion, which was cleared without a second request in the U.S. and with Phase I commitments in the European Union.
AMC Entertainment Inc. in its acquisition of most of the assets of Kerasotes ShowPlace Theaters LLC, which was resolved with the DOJ and various state attorneys general with limited divestitures.
Visa in connection with its US$2 billion acquisition of Cybersource, a leading provider of merchant payment solutions for Internet commerce.
Cisco Systems in its acquisition of Starent Networks Corp., including securing DOJ approval of the transaction without responding to a second request.
Altria Group in its acquisition of UST Inc. by assisting in securing early termination of the Hart-Scott-Rodino waiting period.
Unilever in the sale of its Lawry's & Adolph's branded spice blends, seasoning blends and liquid marinades business.
Adobe in its US$3.4 billion acquisition of Macromedia, a leading developer of software used by creative professionals and web developers; transaction permitted to close without divestitures after second request.
Loews Cineplex Entertainment Corporation in its merger with AMC Entertainment Inc.; was resolved with the DOJ and various state attorneys general with the divestiture of only 10 theaters.
Occidental Chemical Company in the US$360 million purchase of Vulcan Materials Company's chemical assets.

Kroger in the FTC’s Section 6(b) study of recent supply chain disruptions as a result of the COVID pandemic.
International energy company in a pricing investigation with the New York Attorney General.
Global pharmaceutical company in an FTC investigation related to contracting practices.
Major energy company in a pricing investigation by the FTC.
AMC Entertainment Inc., as lead counsel, in DOJ's investigation of movie exhibitors for potential anticompetitive conduct.

AMC Entertainment Inc. in the DOJ's investigation of and subsequent litigation to enjoin the US$375 million merger between National CineMedia Inc. and Screenvision LLC.
Leading professional services company in a nonpublic criminal and civil antitrust investigation.

Kroger in successfully defending against federal litigation brought by the attorneys general of California, Illinois and D.C. to enjoin a US$4 billion special dividend payment by Albertsons announced concurrently with its proposed merger with Kroger. (Order Denying Motion for Temporary Restraining Order, District of Columbia v. Kroger Co., No. 1:22-cv-03357, Dkt. No. 50 (D.D.C. Nov. 8, 2022) and Order Denying Motion for Preliminary Injunction, District of Columbia v. Kroger Co., No. 1:22-cv-03357, Dkt. No. 69 (D.D.C. Dec. 13, 2022)).
Kroger in successfully defending against the state of Washington’s attempt to enjoin a US$4 billion special dividend payment by Albertsons announced concurrently with its proposed merger with Kroger. (Order Denying State of Washington’s Motion for Preliminary Injunction and Extending Temporary Restraining Order Until 4:30 PM on December 19, 2022, No. 22-2-18046-3 SEA, Dkt. No. 199 (Wash. Super. Ct. Dec. 9, 2022)).
Kroger, as third-party, in litigation brought by the Federal Trade Commission against Surescripts. (Federal Trade Commission v. Surescripts LLC).
Mallinckrodt Pharmaceuticals in federal and state class action and non-class action litigation alleging antitrust and marketing-related claims regarding one of its leading products. Obtained complete defense verdict in trial in bankruptcy proceeding, defeating certain antitrust and civil RICO claims. (In re Mallinckrodt, et al., 638 B.R. 57 (Bankr. D. Del. Dec. 21, 2021)).
Hologic, as antitrust counsel, in litigation involving mammography technology. (Hologic Inc. v. Fujifilm).

BP in federal litigation brought by the state of California to enjoin the sale of terminals by Plains All American Pipeline to Valero in the San Francisco Bay Area (N.D. Cal. 2017).
Tobacco company in successfully obtaining dismissal of antitrust and constitutional claims concerning the nationwide tobacco settlement agreement. (Vibo Corp. v. Conway, 594 F. Supp. 2d 758 (WD Ky. 2009)).
Tobacco company in successfully obtaining summary judgment in a declaratory relief action regarding a provision of the nationwide tobacco settlement agreement. (Vibo Corp. v. California (July 21, 2009)).

Global 10 company regarding the antitrust implications of everyday business practices.
One of the world’s leading manufacturers and distributors of premium golf equipment and accessories on sales, marketing, distribution, and other related issues.
One of the nation's leading consumer product manufacturers regarding various sales and marketing practices.
Fortune 10 company on issues related to the Clayton Act § 8 (interlocking directorates).
One of the nation's leading retailers regarding everyday business practices and the antitrust laws.

CEO of a leading technology company on HSR related issues.
One of the nation’s largest family-owned companies on everyday business practices and the antitrust laws.
Fortune 500 company regarding contract, pricing, distribution, and other related issues.
A leading industrial building materials company on a variety of antitrust issues.

Recognition

Chambers USA

Antitrust (Washington, D.C.) (2017–2023)
"Recognized Practitioner" — Antitrust (Washington, D.C.) (2015–2016)

The Legal 500 US

"Next Generation Partner" — Antitrust: Merger Control (2020-2023)
"Next Generation Lawyer" — Antitrust: Merger Control (2017-2019)
Antitrust: Merger Control (2015-2023)

Lawdragon

"Leading U.S. Lawyer"—Antitrust Clearance & Litigation (2022)