Duane Morris LLP - Steve Levitsky, Counsel

Steve Levitsky

Steve Levitsky
Counsel
Duane Morris LLP
1540 Broadway
New York, NY 10036-4086
USA
Phone: +1 212 471 4708
Fax: +1 212 202 6094
Email: SLevitsky@duanemorris.com

Steve Levitsky has a Ph.D. in medieval literature and philosophy from Johns Hopkins and a law degree from McGill. He has more than 30 years’ experience clearing complex or contested domestic and international mergers; counseling on antitrust market-conduct questions; and advising on joint ventures, trade associations, and other competitor collaborations. He was selected for inclusion in antitrust "Super Lawyers" starting in 2002. He won two writing awards in 2012.

Antitrust M&A and Merger Analysis:

Steve Levitsky works on domestic and international mergers. Matters include all merger and integration counseling for:

The $16 billion merger of St. Paul and Travelers (P&C) in 2004;
MetLife's $11.8 billion acquisition of Travelers (Life) from Citigroup in 2005;
MetLife's $16 billion acquisition of ALICO from AIG in 2010 (antitrust clearances in 75 countries);
Lincoln Financial's $7.5 billion merger with Jefferson Pilot;
hundreds of other transactions in over 50 industries.

Examples of disputed antitrust mergers:

In one transaction before the Department of Justice, he cleared a merger where the two parties had 100% of the market, by showing convincingly that there were no barriers to entry. Timing was essential, since the target was in bankruptcy, and other bidders argued that the client would never get antitrust clearance.
In an energy transaction before the FTC, he headed a team of 6 economists and over 15 fact witnesses to clear a merger transaction in only 17 days (when the FTC's initial reaction was that the clearance would take months to clear, if at all). Timing was critical, since the seller needed to complete the sale to avoid triggering a cascading series of bankruptcies.
In another highly-disputed merger before the FTC, which the agency regarded as a three-to-two merger, he cleared it by eliminating the key competitive issue, and negotiating an agreement that allowed post-closing remedies on minor issues. This was a bankruptcy situation again, where urgent clearance was vital to preserve the value of the failing company. This strategy saved months—and also avoided losing the bid to other competitors.

Antitrust Counseling and Training:

Steve Levitsky provides antitrust market-conduct counseling to many of the world’s largest international companies in the United States, Europe, and Bermuda, including Fortune 100 companies, the London Market, and over 50 trade associations.

He has also given on-site antitrust training and seminars for clients in the United States, Bermuda, and Europe. Counseling subjects include:

Distribution issues;
Relationships with competitors;
Trade association conduct;
Information sharing (pricing information and price signaling);
Coordinated market behavior;
Joint pricing on insurance slips;
Common industry reliance on third-party data (such as hurricane-predictive software after Katrina);
Withdrawal-of-coverage insurance issues (both regulatory and antitrust);
Refusals to deal;
Tying issues.

Antitrust and Regulatory Litigation:

Steve Levitsky was one of three leaders of what was (in 2004-2007) the largest reinsurance litigation in history. This was the $4 billion Fortress Re/Carolina Re case, where the group used seven lawsuits in four countries to achieve an incredible settlement for Japanese and Bermuda clients.
He played major roles in litigations against at least 20 state insurance departments, including those in California, Illinois, Texas, and New York. Matters include:
- Market conduct examinations;
- Commissioner attacks on industry segments (such as Garamendi's attack on the title insurance industry in California, which spread to the NAIC, other state regulators, and finally the GAO);
- Purported insurance-company Martin Act violations (in New York);
- Bid rigging (the Eliot Spitzer/Marsh cases in New York and nationally);
- Insurance rate cases;
- Spitzer's attack on title insurance companies in New York (where he threatened criminal indictments and a $30 million fine, but settled for a $2 million fine plus a letter of commendation for our client).

Antitrust Counseling Clients: MetLife, Scottish Re, Zurich Financial, The St. Paul Companies, AEGON, Transamerica Financial, Allstate, Allianz AG, Lloyd's of London, the International Underwriting Association of London, Prudential, Canada Life, Swiss Re, Liberty Mutual, Fidelity Title, US Air, British Petroleum, Alcoa, Rogge Marine GmbH, MidAmerican Energy, National Grid, Niagara Mohawk, Duke Energy, Dominion Resources, Texas Utilities, Florida Power, Conoco, Yukos, Gateway 2000, Sony Music Entertainment, and a very well-known U.S. soft-drink manufacturer.

Industries: Insurance, reinsurance, title insurance, financial services, oil, gas, LNG, pipeline, coal, electric generation, nuclear plants, electric transmission, manufacturing, technology, pharmaceuticals, healthcare, hospitals, motion pictures, recorded music, fine papers, commercial papers, mylar balloons, funeral planning services, skis, railroads, technology, recorded music, software, internet search engines, soft drinks, and automobiles.

Advertising Law: Steve Levitsky successfully represented Alpo, Hoover, Mars, Uncle Ben's, and Wilkinson Sword in Lanham Act cases involving false claims in television commercials.

Appeals: More than 90 appeals, prosecuted in most Federal Circuit Courts, and the supreme courts of several states. Milton Gould and Steve Levitsky won a major, nationally-cited victory for minority shareholders when they persuaded the New York Court of Appeals to rule that management cannot impose a minority-share discount in appraisal and buyout proceedings.

Representative Matters

Antitrust Clearance and Integration Counseling

Aegon N.V. in its $1.3 billion acquisition of JCPenney’s Direct Marketing Services division.
Aegon N.V. in its $1.4 billion sale of Transamerica Re to Scor SE.
AGL Industries in its merger with Nicor, Inc. (value undisclosed but post-merger enterprise value of $9.5 billion, resulting in the nation's largest natural gas distribution company).
Allstate in its $1.0 billion acquisition of Esurance from White Mountains Group.
Allstate in its purchase of GE's Partnership Marketing Group.
Amer Sports in its $600 million acquisition of Salomon AG from Adidas (skis and snowboards).
Ameriprise Financial, Inc. in its sale of AMEX Assurance Company to American Express.
Aviva plc in its $2.9 billion acquisition of AmerUS Holdings.
AXA in its $1.8 billion sale of Winterthur's US property and casualty operations to QBE.
Bank of America/Merrill Lynch in the sale of transnational partnership interests.
Capmark in its $515 million sale from bankruptcy of its mortgage origination and servicing business to Berkadia Commercial Mortgage.
China National Petroleum Corporation in its $4.18 billion acquisition of PetroKazakhstan.
General American Mutual Holding Company in its $1.2 billion sale of General American Life to MetLife.
General Electric Capital Corporation in its acquisition of Shady Hills Power Holdings.
Genworth Financial in the $290 million sale of its Medicare supplement business to Aetna.
Gilead Sciences, Inc. in its acquisition of Hot Springs.
Goldman Sachs Capital Partners in its $1.4 billion acquisition of USI Holding Corporation.
JP Morgan Chase in the $1.2 billion sale of its life insurance and annuity operations to Protective Life.
Lincoln National in its $7.4 billion merger with Jefferson-Pilot.
Macquarie Infrastructure Partners in its $3.5 billion acquisition of Puget Energy.
Markel Corporation in its $135 million acquisition of Aspen Holdings, Inc.
MetLife, Inc. in its $11.8 billion acquisition of Travelers Life & Annuity from Citigroup.
MetLife, Inc. in its $16 billion acquisition of American Life Insurance Company (ALICO) from AIG.
MidAmerican Energy Holdings Company in its $1.9 billion acquisition of the 16,000 mile Northern Natural Gas Company pipeline system from Dynergy.
Munich Re in its $352 million acquisition of Sterling Life Insurance Company.
Munich Re in its $747 million acquisition of Hartford Steam Boiler Group from AIG.
Munich Re in its $1.3 billion acquisition of The Midland Company.
Old Mutual plc in its $350 million sale of U.S. life insurance and annuity business to Harbinger Capital.
Onyx Pharmaceuticals, Inc. in its $276 million cash + $535 million contingent-payment acquisition of Proteolix, Inc.
Scottish Re in its $1 billion acquisition of ING Re’s individual life reinsurance business.
Sony Music Entertainment on various acquisition programs.
Sun Life Financial Inc. in its $650 million acquisition of Genworth's employee benefits group business.
Tower Group in its acquisition of One Beacon's personal lines insurance business.
Tower Group in its $490 million acquisition of CastlePoint Holdings, Ltd.
Union Central on its merger with Ameritas Acacia, and the formation of UNIFI, a mutual life insurance holding company.
Zenith National in its $1.4 billion sale to Fairfax Financial.
Zenith National in the $272 million sale of CalFarm Insurance to Nationwide Mutual.

Admissions

New York
Supreme Court of the United States

Education

McGill University Faculty of Law, B.C.L., 1975
The Johns Hopkins University, M.A., Ph.D. (Medieval literature and philosophy), 1972
Acadia University, B.A. Hons., summa cum laude, (Dean's Lists, Wilson Scholar, University Medal in English), 1968

Experience

Duane Morris LLP, 2012-present
LeBoeuf, Lamb, Greene & MacRae, 1994-2007 and Dewey & LeBoeuf, 2007-2012
Shea & Gould, 1978-1994

Honors and Awards

Winner, 2012, "Best Business General Antitrust Article of the Year," Institute of Competition Law
Winner, 2012, "Best Article," British Journal of Insurance Law

Selected Publications

Co-author, "3 Tips for Limiting Liability in the Digital Age," Law360, January 23, 2013
"Broccoli and U.S. Healthcare Insurance Legislation: The Constitutional Conundrum," Journal of the British Insurance Law Association, November 2012
"Protecting Insurers From Social Media Risks," Law 360, April 2, 2012
"U.S. Healthcare Reform," Journal of the British Insurance Law Association, March 2012
"Social Media Questions for Insurance Companies," Social Media Review, February 2012
"Federal and State Oversight Intensifies as Affordable Care Act Spurs Hospital Mergers," ABA State Enforcement Committee Newsletter, Spring 2012
"Britain: New Limits on Exchanging Price Information Data," Winner, 2012 Best Business General Antitrust Article of the Year: Antitrust Writing Award, Institute of Competition Law
"New Merger Review and FERC's Market Power Analyses," Law 360, February 9, 2010
Co-editor, Antitrust News in Five Minutes, a regular Dewey & LeBoeuf external publication, 2009-2012
Co-Author, "Advising the Client On Distribution Questions," New York Law Journal May 11, 2009