Section 8 Interlocking Directorates: Screening Sponsor, Observer, and Officer Seats Before Agencies Force Resignations

Jonathan Lasken, Partner | Foley & Lardner LLP

Jonathan Lasken is a partner in the Antitrust & Competition Practice Group in the Washington, D.C. office of Foley & Lardner LLP, which he joined in October 2026 after more than 15 years in government and private practice. He most recently served as assistant chief of the U.S. Department of Justice Antitrust Division’s Anti-Monopoly and Collusion Enforcement Section, during a period when the section brought the Agri Stats information sharing matter as well as the Apple and Google Ad Tech monopolization cases. Earlier, as senior trial counsel in the Office of the Director of the Federal Trade Commission’s Bureau of Competition, he helped set policy and litigation strategy in merger and conduct matters involving technology, health care, and private equity.

• Education & Credentials

Mr. Lasken earned his J.D. from the University of Virginia School of Law in 2008, where he was named Best Oralist in the William Minor Lile Intramural Moot Court Competition and served on the Senior Editorial Board of the Virginia Tax Review. He received his B.A., cum laude, from the College of William & Mary in 2005 as a James Monroe Scholar. He clerked for Chief Judge William T. Moore, Jr., of the U.S. District Court for the Southern District of Georgia. He is admitted in the District of Columbia and before the U.S. Supreme Court, the U.S. Courts of Appeals for the First, Third, Fifth, Sixth, Seventh, Ninth, Tenth, and District of Columbia Circuits, and the U.S. District Courts for the District of Columbia, the District of New Jersey, the Eastern District of Michigan, the Eastern District of Missouri, and the Southern District of Ohio.

• Recognition & Leadership

Mr. Lasken received the Janet D. Steiger Award in 2020 and 2022 and the Assistant Attorney General Award in 2017 for his government work. He was named a Super Lawyers Rising Star in Antitrust Litigation in 2014 and 2015. In his enforcement roles he served as first-chair trial counsel, argued motions, directed case teams, and held leadership responsibility over mergers, investigations, and coordination with international enforcers.

• Professional Involvement

Mr. Lasken is a member of the Federal Bar Association, where he has served on the board of directors of the District of Columbia Chapter since 2011, was chapter president from 2021 to 2023, and chaired its Civics and Community Outreach Committee from 2020 to 2023. He is vice chair of the Health Care and Pharmaceuticals Committee of the American Bar Association Antitrust Law Section, a role he has held since 2023. In 2026 he moderated “Academic Perspectives on Healthcare Competition” at the ABA Antitrust in Healthcare Conference and chaired the session “Global Antitrust Developments in the Pharmaceutical Sector” at the 74th ABA Antitrust Law Spring Meeting. From 2022 to 2024 he led a series of FBA conversations with federal judges of the District of Columbia bench.

• Experience

At the Antitrust Division, Mr. Lasken was lead counsel in the DOJ’s monopolization case against Apple and served on the team litigating against Google’s advertising technology business. At the FTC, he was lead trial counsel in the successful federal court trial challenging Hackensack Meridian Health’s proposed acquisition of Englewood Healthcare Foundation and served on the trial team that blocked the proposed Peabody Energy and Arch Coal joint venture. He was also lead counsel in the FTC’s challenges to Lockheed Martin’s proposed acquisition of Aerojet Rocketdyne, Edgewell Personal Care’s proposed acquisition of Harry’s, and Procter & Gamble’s proposed acquisition of Billie.

His FTC work further included leading litigation preparation in the NVIDIA and Arm matter and the challenge to HeidelbergCement AG’s proposed acquisition of Keystone Cement Company, representing the agency in proceedings over Illumina’s acquisition of Grail, helping supervise a confidential vertical merger challenge in health care markets, and handling multiple confidential health care investigations at both agencies. Earlier in his career, he led antitrust appeals for the United States in the Antitrust Division’s Appellate Section and practiced at Hunton & Williams LLP (now Hunton Andrews Kurth LLP), representing clients in government and class action antitrust litigation and counseling them on a wide range of antitrust issues.

John R. Ingrassia, Partner | Proskauer Rose LLP

John R. Ingrassia is a partner in the Washington, D.C. office of Proskauer Rose LLP who has counseled businesses, private equity firms, and venture firms on antitrust issues for more than 25 years. His practice centers on the antitrust and CFIUS questions raised by mergers, acquisitions, and joint ventures, including whether a transaction triggers Hart-Scott-Rodino or CFIUS pre-merger notification. He is a recognized authority on HSR merger review and is regularly invited to take part in Federal Trade Commission and bar association meetings on the issues of the day.

• Education & Credentials

Mr. Ingrassia earned his J.D. from Hofstra University School of Law and his B.A. from Pace University. He is admitted to practice in New York and the District of Columbia, and before the U.S. Court of Appeals for the Fourth Circuit, the District of Columbia Court of Appeals, and the Appellate Term of the Supreme Court of New York.

• Recognition & Leadership

Mr. Ingrassia has been recognized by The Legal 500 US for Antitrust: Civil Litigation/Class Actions: Defense (2023 to 2025), was named JD Supra Readers’ Choice #1 in Antitrust & Trade Regulation for 2022, and was listed in Washington DC Super Lawyers in 2019. He serves as co-chair of the District of Columbia Bar’s Antitrust and Consumer Law Section and sits on the D.C. Bar Nominations Committee.

• Professional Involvement

Mr. Ingrassia writes regularly on merger notification and foreign investment rules, including “HSR Burdens Lifted: Fifth Circuit Denies FTC Stay, Reinstating Prior HSR Filing Requirements” (March 2026) and “Countdown to 2025: New HSR Premerger Disclosure Rules” (October 2024), along with articles on CFIUS enforcement, Team Telecom oversight, and outbound investment restrictions. He co-authored a bulletin on the FTC’s unsuccessful bid to enjoin the Steris and Synergy merger that was nominated for the 2016 Antitrust Writing Awards. He has presented HSR programs for the ABA Mergers and Acquisitions Committee and other audiences and has spoken on recent agency enforcement at ABA Corporate Counseling Committee programs. He is a board member of the Council for Court Excellence, where he co-chairs a committee, serves on the Legal Advisory Committee of the CAIR Coalition, and chairs the Kentlands Citizens Assembly.

• Experience

Mr. Ingrassia advises private equity and venture firms, as well as operating companies, on the antitrust exposure of their transactions, assessing HSR reportability, clearing deals with the FTC, and addressing reportability under the EC Merger Regulation and other foreign merger control regimes. He also guides clients through CFIUS national security reviews and prepares CFIUS submissions when non-U.S. buyers seek to acquire U.S. businesses that raise national security concerns. Beyond transactions, he counsels clients on distribution, pricing, channel management, joint ventures, and price gouging compliance across the chemicals, pharmaceutical, medical device, telecommunications, financial services, consumer goods, and health care industries.

His representative matters include Grifols and Biomat in a $1 billion strategic investment by GIC and Grifols in a $1.9 billion strategic alliance with Shanghai RAAS; FTC and antitrust clearance for Arkema’s acquisition of the Ashland adhesives business; Church & Dwight in its acquisitions of the Hero Mighty Patch brand ($630 million), TheraBreath ($580 million), and Zicam ($530 million); Henry Schein in the spin-off and merger of its animal health business with Vets First Choice to form Covetrus; Össur in its acquisition of College Park Industries; Resonant Inc. in its $295.7 million sale to Murata Electronics; Mo-Sci Corporation and ETS Technology Holdings in their sale to The Heraeus Group; and KB Foods in its bankruptcy divestiture of Balducci’s and King Foods stores to Albertsons.

SESSION 1 – Screening Board Seats for Section 8 Interlocks and Answering the Agency Inquiry | Jonathan Lasken & John R. Ingrassia | 12:00pm – 1:00pm

This hour covers the Section 8 calls that go past the statute: competitor status where the overlap is thin or emerging, sponsor portfolios that rely on common control, LLC and observer seats, officer-to-director interlocks, the one-year grace period, and answering an FTC or DOJ inquiry after the September 2026 Beretta–Ruger consent. Attendees leave with a seat-by-seat triage memo format and a resign-or-restructure decision path. They also leave with response and resignation letter language that does not concede a Section 1 or Section 5 information-flow theory. The hour does not recite the statute.

BREAK | 1:00pm – 1:10pm

SESSION 2 – Drafting Private Equity Board Designation and Observer Rights That Prevent Section 8 Interlocks | Jonathan Lasken & John R. Ingrassia | 1:10pm – 2:10pm

This hour moves the Section 8 screen upstream into the documents that create the seats. It walks through SEC-filed stockholders’ and investor agreements, unconditional appointment covenants, fund-level side-letter rights, and operating-partner titles, and shows where an interlock gets written in before any antitrust review. Attendees leave with annotated designation and observer clauses, a conditional-appointment rewrite with a dormant-right mechanic, and a cross-fund portfolio tracking protocol with defined re-screen triggers. The statute is not recited.