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Understanding the Intricacies of Antitrust Law With Steven Cernak

Understanding the Intricacies of Antitrust Law With Steven Cernak

July 12, 2023   |   Written by Gladiator Law Marketing
Steven Cernak Steven CernakSteven Cernak is a Partner at Bona Law, PC, a firm specializing in antitrust litigation and competition law in the U.S. and abroad. Steve, a respected leader in the international antitrust and competition law community, currently serves as the Vice Chair of the Antitrust Section of the American Bar Association, with a slated Chair position in 2024. Prior to Bona Law, he served as in-house antitrust counsel at General Motors for 20 years, overseeing mergers, antitrust litigation, and global antitrust compliance. Steve also teaches antitrust law at the University of Michigan Law School and the Thomas M. Cooley Law School Corporate & Finance LLM program. As a prolific writer, he has contributed to antitrust and competition law literature, authored a widely used textbook, Antitrust Simulations, and annually updates his book, Antitrust in Distribution and Franchising.
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Here’s a glimpse of what you’ll learn:

  • Steven Cernak talks about Bona Law’s specialties
  • How Steve got into the legal industry
  • What attracted Steve to antitrust law?
  • Steve’s experience teaching antitrust law
  • The turning points and major milestones in Steve’s career

In this episode…

Understanding antitrust law can seem challenging, yet it’s a crucial aspect of conducting business in today’s competitive environment. Gaining insight into this complex field arms you with the knowledge to make informed decisions and devise effective business strategies. Steven Cernak is an expert in antitrust law. Known for his breadth of experience and ability to break down complex legal concepts, Steve has advised an array of clients and has taught antitrust law at multiple law schools. His unique blend of practical experience and academic knowledge brings a fresh perspective to the topic. In this episode of 15 Minutes, host Chad Franzen engages in a fascinating conversation with Steven Cernak, a Partner at Bona Law, PC, to discuss his career trajectory, the nuances of antitrust law, his experience teaching at the university level, and the major milestones in his career.

Resources mentioned in this episode:

Sponsor for this episode…

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Episode Transcript

Intro  0:01   You’re listening to 15 Minutes, where we feature community leaders sharing what the rest of us should know but likely don’t. Chad Franzen  0:13   Hi, Chad Franzen here. I am a host of share your voice where we talk with top notch law firms and lawyers about what it takes to grow a successful law practice. This episode is brought to you by Gladiator Law Marketing, delivering tailor made services to help you accomplish your objectives and maximize your growth potential. To have a successful marketing campaign and make sure you’re getting the best ROI, your firm needs to have a better website and better content. Gladiator Law Marketing uses artificial intelligence, machine learning and decades of experience to outperform the competition. To learn more, go to where you can schedule a free marketing consultation. Steve Cernak is a longtime leader of the antitrust bar from counseling clients as big as General Motors and as small as the local crematorium from teaching antitrust at three law schools to numerous blog posts and articles, and from leading the ABA antitrust section to coaching his son’s baseball teams for 16 years. Steve has been a leader in his communities for decades. So thanks so much for joining me today. How are you? Steven Cernak  1:12   I’m just fine. Thanks for inviting me. Chad Franzen  1:15   Hey, tell me a little bit more about Bona Law and you guys specialize on a few things. And what you guys do? Steven Cernak  1:21   Sure, we are an antitrust boutique. So a smaller law firm, we focused on antitrust law, in all of its aspects. So we do litigation, we do merger review filings, we do counseling, and the like, we are spread out across the country we are we were originally formed, Jarod Bona is based in San Diego. So our main offices is out west. But we have offices in Dallas and New York, in Minneapolis, and here in the Detroit area where I am. And we are also have a varying levels of of experience. Some of us have plenty of gray hair and have been around for decades doing this kind of work. And others are much younger than that. So we’ve we’ve got, we’re a smaller law firm, but when you compare it to an antitrust section within a larger law firm, we’re often bigger than that entire antitrust law section so that we can handle all sorts of antitrust problems as they come up. Chad Franzen  2:29   So as I mentioned in your intro, you’ve been doing this, you’ve been doing this for a while for decades. How did you get into the legal industry? Steven Cernak  2:37   Get into the legal industry? Well, this was, you know, going going all the way back to grade school, I was I was doing well in in grade school. And my mother said, Well, if you do well, in grade school, if you do well, in school, at least, you can become a doctor or a lawyer. And I thought that was you know, an instruction. And I didn’t like being around sick people. So I thought, well, I guess I need to be a lawyer. So she went out and then got me to the only book about legal careers in my local public library, in which, you know, happened to be about, you know, General Motors and challenging General Motors on product liability matters. And then as it turned out, I went to Michigan Law School and then hired in as a summer student at GM after my first year and ended up working there for 23 years, all of those as as the antitrust lawyer, and then if since gone outside, and have been out since 2012, including last three years here at Bona Law. Chad Franzen  3:40   Wow, that’s quite, that’s quite the beginnings to your story. Was there anything about? Were you a good at arguing? Or was there anything about becoming a lawyer beyond just the fact that it seemed better than a doc seemed like it was better than being a doctor that was appealing to you? Steven Cernak  3:55   As a matter of fact, even way back when I knew that I did not want to go into court. And I did not want to be a book what I now know, as a litigator, I didn’t want to get into those kinds of arguments. So So I am a counselor. And that’s one of the reasons why I went in house we, we did very little of by the time I got to General Motors, legal staff, the legal staff did very little of its own litigation. So I’ve managed litigation, I’ve managed litigate ORs. But but I’ve never actually done it myself. But the way I like to say it is, you know, I’m a counselor at Boehner law, and I’ve got a bunch of real lawyers surrounding me. So if something bad does come up, because I didn’t give you the right advice, don’t worry about it. We’ve got real lawyers to take care of it as well. Chad Franzen  4:41   What is it about antitrust law that is kind of personally appealing to you? Steven Cernak  4:46   You know, I Okay, so I knew I was going to be a lawyer. There’s no there was no such thing as a pre law major at the University of Michigan where I went as an undergrad. So I decided to major and eat economics because that was sort of not business school. But it was something related to business. It was similar to what my father did. I grew up reading the Wall Street Journal, you know, really exciting childhood. And, and I got to know it, and I like it so much. I wanted to do more of that. And so I ended up getting a joint degree, got both my JD and a master’s in Applied Economics at Michigan, after my undergrad. As it turns out, that’s perfect training for an antitrust lawyer. I didn’t realize it at the time. And when Jim was interviewing me, and they said, okay, great, we’d love to have you come work with us for the summer. Where would you like to work? Which part of the legal staff would you like to work on? And I said, you know, wherever you pay me, I don’t care. I just need to live in my parents house to save money for the next year of tuition. And they said, Well, you’re doing and you’re doing law and economics, you probably should be working with the antitrust section, part of the legal staff. Sure, that sounds good to me. And you know, the rest is history. Chad Franzen  6:11   Wow. Awesome. So you, as I mentioned you, you’ve taught antitrust law at three law schools. What schools are those? And yeah, what’s, what schools are those? Steven Cernak  6:23   So I started 2009 at the University of Michigan Law School. And I taught there frequently, but not regularly ever since including just last semester than 2010. I also picked up a teaching at Cooley Law School, again here in the Detroit area in their LLM program. And I’ve done that once a year until last year, I skipped 2021. But I’m going to pick that back up here in the summer. And then for about two years, I filled in at Wayne State when the the usual antitrust professor was was out on sabbatical. So I did that three semesters. Chad Franzen  7:09   I kind of lump those in, in your in your intro with blog posts and articles. And you do you put your own kind of your own, for lack of a better word spin, it’s not spin but your own, you know, lump your own style into the way you teach, like you would in a blog post? Or do you just buy a textbook and teach out in a book? Steven Cernak  7:28   Well, I certainly use a textbook and because that is a question, you know, could could I do it? You know, without a textbook? Yeah. But frankly, I think it’s that’s a lot more difficult. Sure. Um, but But yes, I do teach from the perspective of a practicing lawyer. And I make that very clear to the students right up front, that we are, we’re going to look at the practical aspects of antitrust law, we could spend a lot of time talking about the policy aspects, especially nowadays. But I think what’s more important for any of the students, whether they’re going to become antitrust lawyers, or never really practice antitrust law, but just deal with businesses, as part of their practice, I think is is to know the practical aspects of antitrust law. I usually hit the last several years I supplement the the the textbook, the textbook is was written by somebody else. But I supplement it with a book that I’ve put together, which has a number of practical applications that is there a few pages of of explaining, you know, bad horizontal agreements, and the law of bad horizontal agreements. And then there’s some hypothetical emails and PowerPoints and things like that, that will give the students a chance to apply what they learned in all of those, you know, all of that material, all of that hypothetical materials, only semi hypothetical, it’s all based on on matters that I have worked on in the past. Chad Franzen  9:09   Are there any practical aspects that you that you’ve found that the students really focus on what really catches their attention, or that you think are important for them to focus on maybe above others? Steven Cernak  9:21   Yeah, I think the sort of two aspects that all lawyers who deal with businesses should understand are that there are certain agreements amongst competitors. So horizontal agreements that are automatically illegal. That is you do not get to argue to the court that Yeah, well, we fixed prices, but it was a reasonable price that we fixed, you do not get to make that argument. And the second point is under antitrust law. agreement is not just a handshake or the document drafted by a lawyer and signed at the bottom but can be communications between competitors, that then leads to seems to lead to actions as if there were an agreement. And so that’s those are the two areas that I emphasize to all of my students. Those are the tours that we, we start the class with. So that they get that and make sure that they understand that, you know, those are ways that some of their potential clients will, you know, could actually go to jail, and perhaps even stumble into jail if they’re not careful. And so that’s where, you know, you need to make sure that you provide them the proper advice. Chad Franzen  10:42   How do you enjoy teaching, teaching law? Steven Cernak  10:47   I do enjoy it. I like to, you know, pass on the learning that, you know, that I’ve been able to come up with for the last three or three years now. But also, I learned something by interacting with the students. That is, they ask questions, and sometimes they raise their hand and say, this may be a stupid question. And really, none of them are stupid questions. And some of them are really questions that either I’ve not thought of, ever or certainly have not thought of in a long time. And all of that makes me need to sharpen my game needs, I need to prepare for each of these class sessions. And that makes me a better lawyer because of that, because I need to keep up with with with the case law, I need to go back and look at all the old opinions to make sure that I read them and read them the right way. And, you know, going back and revisiting or visiting the new material is is something that helps me learn. Chad Franzen  11:53   Yeah, I was just gonna say, have you have you found yourself applying what you learn as a result of teaching to what you do as an attorney? Steven Cernak  12:01   Yeah, I think part of it is just how I explain things to a client, you know, certainly being in house, and General Motors, I did not have the opportunity or the requirement to read a bunch of law review articles or long memos or anything like that. So I got pretty good at boiling things down to its essence, because that’s all the time I was allowed, in order to provide advice most of the time. It’s been helpful in in, you know, teaching the students to really start with that, and then we can dive deeper into the gory legal details, but to at least make sure that they understand it at a high level, I think that’s been helpful. Chad Franzen  12:52   As you look back on your career, are there some turning points where you thought like, “Okay, this is, this is a time where I really move forward”, or “I really, like I took the next step”, and what are some of those? Steven Cernak  13:03   Well, I think I would go back to 2012, when I left General Motors, um, you know, there had been, you know, we survived bankruptcy, I spent a lot of time working on that, and various aspects of that, great, we’re going to survive, I’m still going to have a job wonderful. But with with a change in management, especially at the legal staff, it was clear that the, the way the staff was organized and managed was going to change, and that I was going to have a lot less freedom to practice law, the way that I wanted to practice it. So I couldn’t have, you know, just stuck it out. And, you know, maybe, you know, gritted my teeth and, and made a lot more money, frankly, if I’d stuck around for another 10 years and then retired. But I didn’t want to do that. And so I left and went outside sort of a reverse commute, instead of going in house and went outside and found that I could advise clients other than automotive clients, I could advise clients in general motors were even within the automotive industry, and then also picked up on doing more writing, spending more time working with the ABA, antitrust law section, and all of that was something that I might not have had as much time for. If I had stayed in house. So it was it was scary. I didn’t know that. You know, I still had kids in school in college in high school, and didn’t know that it was going to work out but it has worked out very well. Chad Franzen  14:52   Right. Is there a moment or or a milestone that you’re particularly proud of? Steven Cernak  14:58   Oh, yeah, I I don’t know, you know, any any particular moment. But what I, what I do like, is, and I’ve gotten this several times, both when I was in within General Motors and then since then, is when clients come to me and say, well say, thanks. Thanks for the advice. Thanks, that was really helpful. And, wow, that was a lot quicker than I thought you got to me a lot more quickly than I thought your advice was a lot more helpful than I thought it was a lot more actionable than I thought. I’ve tried to pride myself on that, you know, providing actionable advice, I can talk till I’m blue in the face about the background on antitrust law, I can start with Standard Oil and go all the way up to today. But um, what I tried to do is boil all of that down to something that is useful to this particular individual in this particular context, in some way that helps him or her, and then lets them get back to their their, you know, their real life, their business. And so when I get clients, you know, who recognize that and, and compliment me on that, you know, that’s what I know. I’m doing my job. Chad Franzen  16:23   Yeah, that’s great. Hey, I mentioned that you coach your son’s baseball team, are you? Are you a baseball guy? Or are you just a good dad? Steven Cernak  16:29   No, no, no, no, I, I grew up playing baseball, you know, from from little when I was really little, like, I was the third batter and played shortstop and the star and then as we got got older, I was on more talented teams than that. And they only let me bad, I’m sorry, they only let me pitch and never let the bad they invoke the designated hitter. You know, so played on through high school, and non state championship teams, American Legion football and the like. had opportunities to play at small colleges. And and pass that up. The University of Michigan baseball coach saw me and correctly figured out that I did not throw the ball fast enough. And I’m not left handed. I’m right handed, there aren’t very many crafty right handers. So, so I didn’t play in college. But I did get a chance as, as my two older boys went through a little league. And then nine years later, we had a third boy. And he went through Little League, I did get a chance to manage all of them. So I needed to pay attention, you know, am I coaching the travel team when they’re 16 year olds? Or am I coaching the T ball team? Because there were a few years when I was doing both at the same time? You know, one of them, you need to treat a little bit different? Chad Franzen  17:58   Sure is there. So How challenging is coaching a baseball team of you know, anywhere from the ages of seven to 16 compared to teaching law or doing the other things that you do with regard to law, all of that sounds pretty challenging to me. Steven Cernak  18:13   Yeah, you know, and I’ve actually, I don’t have it here in front of me, but I did try to write an article about trying to tie those those two together. They’re both challenging in their own ways, but you need to again, you know, try to figure out what the issue is either with the seven year old boy or girl who can’t hit the ball or the 47 year old guy or a gal who’s, you know, going to go meet with with his or her competitor. And you need to figure out what the issue is, and provide them some advice that’s helpful to them. For you know, for some of the seven year olds, you can’t get their attention, or you can get their attention for about five seconds at a time. And you just need to get it in five second bites and understand that some of its going to stick sometimes, but a lot of it won’t. And there are some people that you can some kids that you can sort of yell at, especially when they’re 16 year olds and you know that that’ll get their attention they’ll pay attention not too many seven year olds are really going to be helped by me standing on third base and especially I would see other coaches you know, stand on third base yelling at the at the hitter in the in the batter’s box. Okay, relax. Well, you know, yelling it relaxed to somebody is probably not going to be helpful. So you need to make sure that you’re providing the right advice at the right time and in the right way to be helpful. Chad Franzen  19:47   Sounds great. Hey, Steve, it’s been great to talk to you today. Tell me how people can find out more about Bona Law. Steven Cernak  19:52 We’ve got a brand new website that you know, not only here As our pictures, but also a lot of a lot about us, the lawyers, a lot of material that you can use to, you know, figure out whether you’ve got an antitrust issue even before before coming to us. And it’s also a nice way to get to our blog, which is The Antitrust Attorney where Jarod Bona and I and several others from, from our law firm write on a pretty regular basis. And you can subscribe there and get that sent to you as each blog post gets gets sent out and then get a newsletter every month as well. Chad Franzen  20:38   Okay, sounds fantastic. Thanks so much for your time today, Steve. I really appreciate it. Steven Cernak  20:43   Great. Thanks. Chad Franzen  20:44   Thank so much, everybody. Outro  20:48   Thanks for listening to 15 Minutes, be sure to subscribe and we’ll see you next time.

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