Dale Collins

Dale Collins

Shearman & Sterling LLP

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FTC Records Two Wins as Staples-Office Depot Merger Abandoned for a Second Time

On May 10, Staples and Office Depot announced that they would be terminating their $6.3 billion merger in the wake of a federal judge’s decision to issue a preliminary injunction blocking the deal. This represents the second...more

5/19/2016 - B2B Organizations FTC Hart-Scott-Rodino Act Mergers Office Depot Staples

Activism (Re)Defined: DOJ Files Complaint Against ValueAct for Alleged HSR Act Violation

In filing a complaint and seeking $19 million of damages against ValueAct for failing to file a premerger notification and observe the statutory waiting period pursuant to the HSR Act in connection with its 2014 purchase of...more

4/7/2016 - Baker Hughes DOJ Enforcement Actions Halliburton Hart-Scott-Rodino Act Investment-Only Exemption Pre-Merger Filing Requirements Shareholder Activism

Formal Proposal to Delay Implementation of MiFID II Package to 2018

The European Commission has proposed to delay the application of the Markets in Financial Instruments Directive and Markets in Financial Instruments Regulation by one year. The proposed extension is due to concerns about the...more

2/12/2016 - Delays EU Financial Markets MiFID II

FTC Increases HSR Notification Thresholds for 2016

Effective February 25, 2016, the US Federal Trade Commission has raised the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act, which requires that parties to proposed stock or asset acquisitions exceeding...more

1/27/2016 - FTC Hart-Scott-Rodino Act Size of Persons Test Size of Transaction Test Threshold Requirements

No X-Ray Vision at the FTC: Court Hands Agency a Rare Defeat in the Steris/Synergy Merger

In FTC v. Steris, the FTC was handed a rare litigation defeat. The case was notable because it involved a merger between companies who were not current competitors. The FTC alleged that without the merger, Synergy would have...more

9/28/2015 - Disruptive Technology FTC Mergers

FTC Scores Decisive Win in Challenge to Food Distribution

On Tuesday, a federal judge issued an injunction blocking the Sysco – US Foods (“USF”) merger pending further administrative review by the FTC. The move, which ended Sysco’s acquisition plans, represents a decisive victory...more

6/30/2015 - Food Manufacturers Food Supply FTC Mergers Sysco Trucking Industry US Foods

Antitrust Reverse Termination Fees--2015 Update

This post updates one we did last May analyzing antitrust reverse breakup fees in public deals since January 1, 2005. An antitrust reverse termination fee (ARTF), sometimes called an antitrust reverse breakup fee, is a...more

2/6/2015

FTC Increases HSR Notification Thresholds for 2015

The US Federal Trade Commission (“FTC”) has revised and, once again, raised the thresholds for the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The HSR Act may require that parties to...more

1/22/2015

Sample Antitrust-Related Provisions in M&A Agreements

In this article: - Definitions - Representations and Warranties - Conditions Precedent - General Efforts Covenants - Conduct of Business Covenants - Merger Control Filing...more

11/7/2014 - Antitrust Provisions Contract Drafting Federal Trade Commission Act Merger Agreements Purchase Agreement Representations and Warranties Sherman Act Stock Purchase Agreement The Clayton Act

Ski Manufacturers Hit for Off-Piste Non-Compete

When it comes to the US Federal Trade Commission, healthy competition for ski manufacturers is just as important off the slopes as on. Ski equipment makers, Tecnica Group and Marker Völkl, learned this lesson on Monday when...more

5/22/2014 - Competition Endorsements FTC Manufacturers Non-Compete Agreements Unfair Competition

Antitrust Reverse Termination Fees--2014 Update

This post updates one we did over a year ago analyzing antitrust reverse breakup fees in public deals since January 1, 2005. An antitrust reverse termination fee (ARTF), sometimes called an antitrust reverse breakup...more

5/15/2014 - Antitrust Litigation Antitrust Provisions Fees Termination

FTC Workshop Seeks to Spark Biosimilars Competition

Demand for biologics is growing fast, but even after Congress passed authorizing legislation in 2010, the pace of generic entry appears to have stalled. Seeking to spur increased generic competition, the FTC held an all-day...more

2/7/2014 - Biologics Biosimilars FDA FTC Pharmaceutical Industry

FTC Increases HSR Notification Thresholds for 2014

The US Federal Trade Commission (“FTC”) has revised and, once again, raised the thresholds for the Hart Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The HSR Act requires that parties to...more

1/24/2014 - FTC Hart-Scott-Rodino Act Pre-Merger Filing Requirements

Bazaarvoice Shows Courts’ and Agencies’ Orthodox Approach to Mergers in High-Tech Markets

The District Court’s decision finding the Bazaarvoice/PowerReviews acquisition unlawful demonstrates that agencies and courts will continue to apply traditional methods of merger analysis based on market definition and market...more

1/14/2014 - E-Commerce Mergers Technology The Clayton Act

Vickers Recommendations on Bank Ring-fencing Made Law in the UK

New laws requiring the ring-fencing of retail banking from investment banking have been enacted in the UK. The protection of retail businesses was one of many recommendations made by the Independent Commission on Banking in...more

12/20/2013 - Banks EU Proprietary Trading Prudential Regulation Authority Ring-Fencing UK Volcker Rule

Sample Antitrust-Related Provisions in M&A Agreements--2013 Edition

This note provides a much expanded sample of antitrust-related provisons in M&A agreements over the one we posted in August 2012. As before, the sample provisions have been taken (sometimes with a little modification) from...more

4/27/2013 - Acquisition Agreements Antitrust Provisions Merger Agreements

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