The top enforcers at the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) are sending strong signals that private equity (PE) firms are likely to be the next target in the Biden...more
The Hart-Scott-Rodino Act (“HSR”) requires that transactions over a certain value be reported at least 30 days prior to closing to the Federal Trade Commission (“FTC”) and U.S. Department of Justice Antitrust Division (“DOJ,”...more
Earlier this week, the Department of Justice (“DOJ”) and Federal Trade Commission (“FTC”) released the long-awaited 2023 Merger Guidelines. The final guidelines are the result of nearly two years of behind-the-scenes...more
The Federal Trade Commission and the Department of Justice Antitrust Division have proposed a massive redesign of the premerger notification process—one that may increase the time to complete an HSR filing from 37 to 144...more
The most recent effort by the Biden Administration to “modernize” antitrust policy and enforcement involves withdrawing decades of guidance for the health care industry. On February 2, 2023, the U.S. Department of Justice...more
The Hart-Scott-Rodino Act (“HSR”) requires that transactions over a certain value be reported to the Federal Trade Commission (FTC) and U.S. Department of Justice Antitrust Division at least 30 days prior to closing. That...more
2/1/2023
/ Antitrust Provisions ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
New Guidance ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
On October 19, 2022, the Antitrust Division of the Department of Justice (“DOJ”) issued a press release heralding the resignation of seven directors from ten companies’ boards of directors in response to the government’s...more
11/3/2022
/ Acquisition Agreements ,
Anti-Competitive ,
Antitrust Division ,
Antitrust Provisions ,
Antitrust Violations ,
Bright-Line Rule ,
Competition ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Interlocking Directorate ,
Section 8 ,
Sherman Act ,
Spinoffs ,
The Clayton Act
In the government’s ongoing efforts to increase antitrust enforcement, Assistant Attorney General (“AAG”) Jonathan Kanter, head of the Department of Justice’s Antitrust Division (“DOJ”), opened up another front for clients to...more
On February 2, 2021, the FTC published its annual changes to the thresholds for determining whether certain transactions must be reported to FTC and DOJ under the Hart-Scott-Rodino Act before closing can occur....more
In welcome news for California health care facilities and providers, California SB-977, which would have required Attorney General approval for a broad range of transactions and other arrangements, did not pass in...more
The California state legislature is currently considering a new bill that, if passed, would require California Attorney General consent and approval for a potentially broad range of mergers, acquisitions, and affiliations in...more
U.S. antitrust enforcers continue to seek stiff penalties from companies that commit “gun jumping” by closing certain securities transactions without reporting them to the Federal Trade Commission (FTC) and United States...more
9/4/2019
/ Antitrust Provisions ,
Antitrust Violations ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Pre-Merger Filing Requirements ,
Securities Transactions ,
Waiting Periods
From the moment a merger agreement is signed, the parties are often eager to begin the process of integrating and consolidating their operations. But doing too much coordination before closing could constitute “gun...more
The Hart-Scott-Rodino Act ("HSR") requires that transactions over a certain value be reported to the Federal Trade Commission (FTC) and U.S. Department of Justice Antitrust Division at least 30 days prior to closing. That...more
The U.S. Supreme Court on February 19th scaled back the "state action immunity" doctrine, siding with the Federal Trade Commission on an issue that had divided the lower courts and holding that a county Hospital Authority's...more
2/27/2013
/ Acquisitions ,
Federal Trade Commission (FTC) ,
FTC v. Phoebe Putney Health System ,
Government Entities ,
Governmental Immunity ,
Governmental Liability ,
Hospital Mergers ,
Hospitals ,
Monopolization ,
SCOTUS ,
State Action Doctrine