The Federal Trade Commission (“FTC”) just approved a rule that would largely prohibit making or enforcing employee noncompete agreements. The U.S. Chamber of Commerce and others have already sued to block the new rule. What...more
In January 2024, the Federal Trade Commission (FTC) made three important announcements for M&A practitioners....more
1/24/2024
/ Acquisitions ,
Antitrust Division ,
Department of Justice (DOJ) ,
Enforcement ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
On December 18, 2023, the Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) jointly released their long-anticipated final 2023 Merger Guidelines after a notice and public comment period, during which they...more
12/22/2023
/ Acquisitions ,
Antitrust Provisions ,
Competition ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Horizontal Merger Guidelines ,
Merger Controls ,
Mergers ,
New Guidance ,
Vertical Mergers
The United States Department of Justice (DOJ) recently announced a new department-wide Mergers & Acquisitions Safe Harbor Policy that protects acquiring companies that self-disclose criminal misconduct discovered at an...more
10/16/2023
/ Acquisitions ,
Antitrust Division ,
Compliance ,
Cooperation ,
Corporate Misconduct ,
Department of Justice (DOJ) ,
Disgorgement ,
Due Diligence ,
Enforcement ,
Mergers ,
Policies and Procedures ,
Policy Statement ,
Remediation ,
Restitution ,
Safe Harbors ,
Voluntary Disclosure
On July 19, 2023, the Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) released a long-awaited draft update to their Merger Guidelines. This draft is the latest entry in a long series of guidelines that...more
In January 2023, the Federal Trade Commission (FTC) made three important announcements for M&A practitioners. This article summarizes the HSR Act’s requirements and reports on relevant developments in 2022....more
1/25/2023
/ Antitrust Division ,
Antitrust Provisions ,
Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
On January 5, 2023 the Federal Trade Commission (“FTC”) proposed a rule to ban most non-compete agreements (“non-competes”) for American workers. The text of the proposed rule is broad: provisions that prevent workers from...more
1/11/2023
/ Competition ,
Contract Terms ,
Employment Contract ,
Federal Trade Commission (FTC) ,
FTC Act ,
Non-Compete Agreements ,
Proposed Rules ,
Restrictive Covenants ,
Section 5 ,
Unenforceable Contract Terms ,
Unfair Competition
For nearly 50 years, the Antitrust Division of the United States Department of Justice (DOJ) has brought federal criminal charges only for allegations of illegal coordinated behavior among competitors in violation of...more
12/15/2022
/ Antitrust Division ,
Antitrust Provisions ,
Antitrust Violations ,
Cartels ,
Competition ,
Corporate Counsel ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Indictments ,
Monopolization ,
Sherman Act
In January 2022, the Federal Trade Commission (FTC) made two important announcements for M&A practitioners. First, on January 24, the FTC announced the annual adjustment of the thresholds that trigger premerger reporting...more
1/26/2022
/ Acquisitions ,
Antitrust Division ,
Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
Canadian companies engaged in M&A transactions with connections to the United States should be aware of recent changes to the rules under the Hart-Scott Rodino (HSR) Act.
On February 2, 2021, the US Federal Trade...more
On February 2, 2021, the Federal Trade Commission (FTC) announced the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR)...more
2/4/2021
/ Antitrust Division ,
Antitrust Provisions ,
Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
On January 28, 2020, the Federal Trade Commission (FTC) announced the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act,...more
1/31/2020
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
Board of Directors ,
Civil Monetary Penalty ,
Corporate Governance ,
Exemptions ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
An effective antitrust compliance program is more valuable than ever, now that the Department of Justice has confirmed that such a program will influence government charging and sentencing decisions.
On July 11, 2019,...more
No poaching agreements among employers continue to make antitrust news, and employers and their HR professionals need to take note. Whether or not a particular agreement has a valid purpose (such as protecting an employer’s...more
On February 15, 2019, the Federal Trade Commission (FTC) announced the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act,...more
2/20/2019
/ Board of Directors ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Nonprofits ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
You know your area of law is hot when it makes the sports section. This past week several sports pages reported that James Dolan (owner of the New York Knicks and CEO of Madison Square Garden) had been fined $609,810 for...more
On January 19, 2017, the Federal Trade Commission announced the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act. The...more
Everyone knows that price-fixing among sellers of competing products is illegal, but price-fixing by buyers can also violate the antitrust laws. That is true even in the market for buying services of employees, regardless of...more
10/27/2016
/ Adobe ,
Antitrust Violations ,
Department of Justice (DOJ) ,
eBay ,
Federal Trade Commission (FTC) ,
Hiring & Firing ,
Human Resources Professionals ,
Lucasfilm ,
New Guidance ,
Non-Solicitation Agreements ,
Pixar ,
Wage-Fixing
Competitive effects still matter in healthcare mergers, even in the face of a transaction’s claimed improvements in patient outcomes through integrated care and risk-based reimbursement consistent with the goals of the...more