Jonathan S. Klarfeld, based in Washington, D.C., leads Ropes & Gray’s antitrust practice and is recognized as a leading antitrust strategist with deep experience in the healthcare and life sciences sectors. He brings clients the benefit of more than two decades of distinguished experience in antitrust enforcement, investigations, and litigation, with a particular focus on healthcare transactions and regulatory matters. Before joining Ropes & Gray in 2014, Jonathan spent more than 13 years at the Federal Trade Commission’s Bureau of Competition in Washington, D.C., where he held senior leadership roles and directed many significant merger investigations and enforcement actions. His deep insight into the antitrust review process, consent negotiations, and litigation strategy enables him to deliver sophisticated, practical guidance on complex healthcare and cross-industry transactional matters.
During his tenure at the FTC, Jonathan served as a staff attorney, counsel to the director, and ultimately as Deputy Assistant Director in the Mergers I Division. In that role, he managed all aspects of the antitrust enforcement division in case selection, oversight and enforcement recommendation development. He also oversaw and participated in investigational hearings and depositions, negotiated consent agreements and litigated matters across a wide range of industries. He led milestone cases in the healthcare sector, including the commission’s actions in Omnicare/PharMerica and the investigation of Express Scripts/Medco, as well as other significant matters across diverse industries.
Jonathan’s government service also includes a detail as Special Assistant U.S. Attorney for the District of Columbia, where he gained valuable trial experience and participated in all phases of criminal prosecution. He began his legal career as a litigation associate at Reboul, MacMurray, Hewitt, Maynard & Kristol.
Clients rely on Jonathan’s unique perspective as a former senior antitrust enforcer, his strategic approach to antitrust challenges, and his proven track record in navigating complex government investigations, merger reviews, and antitrust litigation. His broad expertise, leadership of the firm’s antitrust practice, and Washington, D.C. presence make him a trusted advisor for organizations facing their most challenging antitrust issues.
Experience
Representative Strategic Company Experience
- Represented JenaValve Technology, Inc. in the proposed acquisition of JenaValve Technology by Edwards Lifesciences.
- Represented Becton Dickinson on antitrust aspects of its sale of its Biosciences & Diagnostic Solutions business to Waters Corporation.
- Represented Becton Dickinson in a definitive agreement to acquire Edwards Lifesciences' Critical Care product group, a leader in advanced hemodynamic monitoring solutions, for $4.2 billion in cash.
- Represented Xerox Holdings Corporation in its $1.5 billion acquisition of Lexmark International, Inc. from Ninestar Corporation, PAG Asia Capital, and Shanghai Shuda Investment Centre.
- Represented Bloomberg on antitrust aspects of its planned acquisition of Broadway Technology, a cutting-edge provider of high-performance front-office fintech solutions.
- Represented Medtronic plc. in an agreement to acquire all outstanding shares of Intersect ENT in an all cash transaction for an approximate value of $1.1 billion.
- Represented Emory Healthcare in its acquisition of Dekalb Medical before the FTC. The transaction closed without a Second Request.
- Represented Wright Medical Technology, Inc. before the FTC in connection with its $3.3 billion merger with Tornier N.V. The transaction closed with divestitures representing less than $15 million in revenue.
- Represented Key Food Stores Co-operative, Inc. before the FTC in its acquisition of 23 stores from The Great Atlantic & Pacific Tea Company (A&P), arising out of A&P’s bankruptcy proceeding.
- Represented Pfizer before the FTC in its $17 billion acquisition of Hospira.
- Represented the proposed buyer of the assets to be divested from the Walgreens-Rite Aid transaction before the FTC
- Represented the proposed buyer in the FTC investigation and subsequent litigation relating to the Staples-Office Depot transaction.
Representative Private Equity Experience
- Represented New Mountain Capital and its portfolio company Machinify, on Machinify's entry into a definitive agreement to take Nasdaq-listed Performant Healthcare, Inc. private for approximately $670 million.
- Represented New Mountain Capital and Signify Health in the $8 billion sale of Signify to CVS Health, including successful navigation of a Second Request process at US DOJ without remedies.
- Represented New Mountain Capital in its $3.2 sale of Equian, a tech-enabled business service company that provides claims analysis to insurance companies in the healthcare marketplace, to UnitedHealth Group.
- Represented Baring Private Equity Asia on the sale of the global surgical business of Lumenis LTD. to Boston Scientific.
- Represented Bain Capital before the FTC in its $18 billion acquisition of Toshiba Memory Corporation from Toshiba Corporation in a Bain Capital-led consortium including Apple, Seagate Technology, Kingston Technology, Hoya, Dell Technologies and SK Hynix.
- Represented Bain Capital and Dessert Holdings in its acquisitions of Steven Charles and Dianne’s Fine Desserts.
- Represented Bain Capital and Innocor, Inc. in Innocor’s announced merger with FXI, including successful navigation of a divestiture process at the FTC.
- Represented TPG Capital in its acquisition of Lyric (f/k/a ClaimsXten) arising out of the UnitedHealthcare/Change Healthcare litigated transaction, including in the US DOJ litigation.
- Represented TPG Capital and DIRECTV in connection with the antitrust considerations surrounding the acquisition of AT&T's stake in DIRECTV.
- Represented TPG Capital in its $4.2 billion acquisition of McAfee from Intel Corp and in its sequential exit sales of McAfee’s enterprise and consumer businesses.
- Represented TPG Capital before the FTC in its sale of Par Pharmaceuticals to Endo International plc.
- Represented Welsh Carson Anderson & Stowe and its portfolio company United Surgical Partners International (USPI) before the FTC relating to USPI’s combination with Tenet Healthcare. The transaction closed without a Second Request.