U.S. antitrust regulators, particularly the Federal Trade Commission, have been stepping up scrutiny of private equity investments in healthcare.
On March 5, the FTC, along with the U.S. Department of Justice and the U.S....more
8/2/2024
/ Acquisitions ,
Antitrust Provisions ,
Department of Health and Human Services (HHS) ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
FTC Act ,
Hart-Scott-Rodino Act ,
Health Care Providers ,
Healthcare ,
Investment ,
Mergers ,
Popular ,
Private Equity ,
Sherman Act ,
The Clayton Act ,
Unfair or Deceptive Trade Practices
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually in alignment with prior year economic activity. As is our annual practice, this alert identifies...more
1/30/2024
/ Acquisitions ,
Anti-Competitive ,
Antitrust Division ,
Department of Justice (DOJ) ,
Fair Market Value ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Penalties ,
Section 8 ,
The Clayton Act ,
Threshold Requirements
“Merger review is about to get thornier. While the FTC and DOJ have been tightening the merger review process incrementally over the course of the Biden administration, the newly proposed HSR rule changes represent a...more
On the heels of the historic proposed changes to the Hart‑Scott‑Rodino (“HSR”) merger review process, the U.S. Department of Justice Antitrust Division and the Federal Trade Commission released the 2023 Draft Merger...more
On June 29, 2023, the Federal Trade Commission published a Notice of Proposed Rulemaking that would dramatically expand HSR reporting requirements. The historic changes fundamentally alter the HSR reporting landscape,...more
7/12/2023
/ Acquisitions ,
Antitrust Division ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Limited Partnerships ,
Mergers ,
Non-Controlling Interests ,
Notice of Proposed Rulemaking (NOPR) ,
Reporting Requirements ,
White Papers
Under the Clayton Act (15 U.S. Code § 18), certain business acquisitions are prohibited where “the effect of such acquisition may be substantially to lessen competition, or to tend to create a monopoly.” Long-standing...more
6/14/2021
/ Acquisitions ,
Antitrust Provisions ,
Big Tech ,
Competition ,
FTC Act ,
Hart-Scott-Rodino Act ,
Mergers ,
Monopolization ,
Proposed Legislation ,
Technology Sector ,
The Clayton Act
Primary HSR filing threshold will be decreased to $92 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
2/4/2021
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
The United States Department of Justice released its revised Merger Remedies Manual on September 3, 2020, providing “Antitrust Division attorneys and economists with a framework for fashioning and implementing appropriate...more
9/14/2020
/ Acquisitions ,
Antitrust Division ,
Competition ,
Consent Decrees ,
Department of Justice (DOJ) ,
Divestiture ,
Merger Remedies ,
Mergers ,
New Guidance ,
Private Equity ,
Vertical Mergers
Primary HSR filing threshold will be raised to $94 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 is...more
1/30/2020
/ Acquisitions ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Mergers ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
When parties begin merger talks, it is with an eye toward getting the deal done, getting the sellers their consideration, and determining how the combined company can do a better job for customers, employees and shareholders....more
9/20/2019
/ Acquisitions ,
Antitrust Investigations ,
Breach of Contract ,
Contract Termination ,
Contract Terms ,
DE Supreme Court ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hell or High Water Clauses ,
Material Adverse Effects ,
Merger Agreements ,
Mergers ,
Sherman Act ,
Waiting Periods
According to a complaint filed by the Department of Justice, several funds affiliated with Third Point Management failed to file and observe the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976...more
9/6/2019
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Dow Chemical ,
DuPont ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Mergers ,
Pre-Merger Filing Requirements ,
Regulatory Violations ,
Voting Securities ,
Waiting Periods
The Hart-Scott-Rodino Act and Section 8 of the Clayton Act may not receive the same level of focus and attention in the context of Hedge Fund investing as other reporting regimes, but they should. They impose a mandatory...more
3/21/2019
/ Acquisitions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
FOIA ,
Hart-Scott-Rodino Act ,
Hedge Funds ,
Mergers ,
Notice Requirements ,
Securities Exchange Act ,
Tender Offers ,
The Clayton Act
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
This year has seen a surge in western protectionist sentiment as a number of countries have sought to introduce legislation to tighten their laws on foreign investment and public interest issues.
In Europe, the European...more
11/21/2017
/ Acquisitions ,
Canada ,
CFIUS ,
Critical Infrastructure Sectors ,
EFTA ,
EU ,
European Commission ,
Foreign Direct Investment ,
Foreign Investment ,
Free Trade Agreements ,
Germany ,
Member State ,
Mergers ,
National Security ,
Protectionism ,
UK
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
The Hart-Scott-Rodino Antitrust Improvements Act of 1976, commonly known as the HSR Act, requires parties to certain corporate transactions to notify the Federal Trade Commission and Department of Justice, and to observe a...more