Megamergers that deprive the American consumer of competition are illegal. But the urge to merge is often so strong that antitrust risks rarely prevent behemoths from the attempt. Long before parties sign deals, issue press...more
10/12/2020
/ Acquisitions ,
Breach of Contract ,
Competition ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hell or High Water Clauses ,
Merger Agreements ,
Mergers ,
Permanent Injunctions ,
Risk Allocation
On September 23, 2020, the New York Supreme Court dismissed Attorney General Letitia James’ lawsuit against Quality King Distributors alleging that the wholesaler unlawfully increased the price of its Lysol products. In a...more
9/29/2020
/ Antitrust Provisions ,
Antitrust Violations ,
Bargaining Power ,
Chain of Distribution ,
Coronavirus/COVID-19 ,
Goods or Services ,
NY Supreme Court ,
Price Gouging ,
Price Inflation ,
State Attorneys General ,
Supply and Demand ,
Supply Chain ,
Unfair or Deceptive Trade Practices
During the current COVID emergency, every state that has price gouging laws on its books has activated them. States without official statutes are regulating prices by executive order or existing consumer protection and unfair...more
The Selective Extension of Payment Terms May Expose Sellers to Abnormally High Risk under the Robinson-Patman Act -
As the economic consequences of social distancing ripple through the economy, businesses throughout the...more
In the latest piece to come out of the FTC’s new focus on emerging technologies, the FTC Bureau of Consumer Protection issued new guidance on the use of artificial intelligence (“AI”) and algorithms. The guidance follows up...more
In the latest piece to come out of the FTC’s new focus on emerging technologies, the FTC Bureau of Consumer Protection issued new guidance on the use of artificial intelligence (“AI”) and algorithms. The guidance follows up...more
In the wake of the coronavirus pandemic's ravage on industries, markets, and entire economies, businesses are seeking help from the government, whether in the form of a bailout or some regulatory accommodation. Industries...more
As businesses across the globe grapple with the changing realities presented by the COVID-19 pandemic, U.S. and international antitrust enforcers have warned that business should continue to mind the antitrust laws. Global...more
Antitrust class action counsel are in the business of extracting cash from defendants in the form of settlements that are, in effect, a tax on every transaction in the market covered by the case. The bigger the market, the...more
7/10/2019
/ Antitrust Conspiracies ,
Antitrust Litigation ,
Class Action ,
Class Certification ,
Corporate Counsel ,
Discovery ,
Employment Litigation ,
Federal Rule 12(b)(6) ,
FRCP 12(f) ,
FRCP 23 ,
FRCP 23(f) ,
Joint and Several Liability ,
No-Poaching
On April 3, 2018, the Antitrust Division of the U.S Department of Justice (“DOJ”) announced that it had reached a settlement in a matter involving a “no-poaching” agreement between employers—the first such enforcement action...more
Primary HSR filing threshold will be raised to $84.4 million -
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As...more
1/30/2018
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Reporting Requirements ,
The Clayton Act ,
Threshold Requirements
Efficiencies, economies of scale, and the general desire to improve the customer experience are the lifeblood of all mergers. And one of the most common efficiencies in any deal comes from enhanced purchasing power, or the...more
In a move that may not have stood up under the new administration, the U.S. Department of Justice Antitrust Division settled a matter during the last days of the Obama Administration which involved allegations of...more
2/15/2017
/ Acquisition Agreements ,
Antitrust Division ,
Antitrust Provisions ,
Beneficial Owner ,
Competition ,
Department of Justice (DOJ) ,
Duke Energy ,
Enforcement Actions ,
FERC ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Premerger Notifications ,
Tolling Agreement ,
Waiting Periods
Primary HSR filing threshold will be raised to $80.8 million -
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As...more
The Federal Trade Commission's Premerger Notification Office has expanded the Hart-Scott-Rodino (HSR) reporting requirements for certain leveraged buyouts. M&A practitioners generally are familiar with the HSR premerger...more
10/25/2016
/ Acquisition Agreements ,
Antitrust Provisions ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Leveraged Buyout ,
Merger Agreements ,
Pre-Merger Filing Requirements ,
Reporting Requirements ,
Size of Transaction Test
The Federal Trade Commission's Premerger Notification Office has expanded the Hart-Scott-Rodino (HSR) reporting requirements for certain leveraged buyouts. M&A practitioners generally are familiar with the HSR premerger...more
A Federal Appeals Court has sided with the FTC and preliminarily blocked the proposed merger of the largest hospitals in the Harrisburg, Pennsylvania area, and Penn State Hershey Medical Center and PinnacleHealth System. The...more
In 1995, the Federal Trade Commission and the Department of Justice first issued the Antitrust Guidelines for the Licensing of Intellectual Property. They represent the antitrust enforcement policy of the agencies with...more
A judge in the Northern District Court of California ruled that a virtual reality firm’s “right to veto” provision in its partnership agreement prevented the company from bringing suit against Oculus VR, LLC (“Oculus”), a...more
There was a time not long ago when the odds of beating the Federal Trade Commission on a hospital merger antitrust challenge were slim. Two recent defeats, however, may change that some. Late last year, the FTC, in quick...more
Earlier this month, a judge from the Northern District of California allowed a putative class action suit to proceed against Facebook. In this case, the plaintiffs alleged Facebook collected and stored biometric data of...more
Antitrust practitioners, enforcers and industry professionals came together in Washington, D.C. for the 64th installment of the ABA Section of Antitrust Law's annual Spring Meeting. The Spring Meeting provides a look at the...more
4/20/2016
/ American Bar Association (ABA) ,
Anti-Competitive ,
Antitrust Litigation ,
Baker Hughes ,
Criminal Penalties ,
Department of Justice (DOJ) ,
Divestiture ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Forex ,
FTC v Actavis ,
FTC v. Phoebe Putney Health System ,
Halliburton ,
Libor ,
Mergers ,
NC Board of Dental Examiners v FTC ,
REMS ,
SCOTUS ,
The Clayton Act ,
Yates Memorandum
Enforcement actions for violations of the Hart-Scott-Rodino Act (HSR) often are announced with substantial money penalties or other restrictions agreed in advance between the agency and the parties. Not so with the Department...more
4/14/2016
/ Department of Justice (DOJ) ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Halliburton ,
Hart-Scott-Rodino Act ,
Injunctions ,
Investment Management ,
Investment-Only Exemption ,
Mergers ,
Pre-Merger Filing Requirements ,
Securities and Exchange Commission (SEC) ,
Yahoo!
Primary merger filing threshold raised from $76.3 million to $78.2 million -
Last week, the FTC announced revisions to HSR Act and Clayton Act Section 8 thresholds, which it revises each January to account for inflation...more
"Prophesy is a good line of business, but it is full of risks." Mark Twain could have been speaking about the FTC's recent challenge to a merger between the second- and third-largest sterilization companies in the world,...more