The Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds – effective for deals closing on or after March 6, 2024 – and updated filing fee thresholds, effective...more
2/9/2024
/ Acquisitions ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Mergers ,
Pre-Merger Filing Requirements ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
On December 18, 2023, the Department of Justice ("DOJ") and Federal Trade Commission ("FTC") published in final form the long-awaited 2023 Merger Guidelines. The final 2023 Merger Guidelines adopt—with some significant...more
The US federal government is at risk of a partial shutdown unless Congress can enact appropriations to fund certain federal operations by September 30, 2023. Both the Department of Justice (DOJ) and Federal Trade Commission...more
The Proposed Merger Guidelines represent the DOJ's and the FTC's aggressive scrutiny of mergers. As one of the most important reflections of policy the Antitrust Agencies use to analyze transactions, the Proposed...more
If the proposed rule is finalized, merging parties will face expansive requirements for HSR filings and lengthy filing preparation times.
On June 27, 2023, the US Federal Trade Commission ("FTC"), with the concurrence of...more
The federal government continues to aggressively pursue its antitrust agenda, seeking to block several headline deals, rejecting remedy offers, increasing filing fees for the largest deals and setting out new guidelines....more
2/13/2023
/ Acquisitions ,
Antitrust Division ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Legislative Agendas ,
Mergers ,
New Guidance ,
Pre-Merger Filing Requirements ,
Regulatory Agenda ,
Size of Persons Test ,
Size of Transaction Test
Although the record-breaking deal activity of 2021 spilled over into 2022, headwinds in the first quarter developed into a significant slowdown during the rest of 2022, with an expectation of continued slowness as we enter...more
1/30/2023
/ Acquisitions ,
Buyers ,
Capital Markets ,
CFIUS ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Domestic Dealmaking ,
Environmental Social & Governance (ESG) ,
EU ,
Federal Trade Commission (FTC) ,
Financial Institutions ,
Financial Services Industry ,
Global Dealmaking ,
Investment ,
Investors ,
Mergers ,
Pharmaceutical Industry ,
Private Equity ,
Publicly-Traded Companies ,
Real Estate Market ,
Securities and Exchange Commission (SEC) ,
Sellers ,
Special Purpose Acquisition Companies (SPACs) ,
Technology
The Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds – effective for deals closing on or after February 27, 2023 – and the new HSR merger filing fees....more
1/27/2023
/ Acquisitions ,
Antitrust Division ,
Civil Monetary Penalty ,
Federal Trade Commission (FTC) ,
Filing Fees ,
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
Filing fees under the Hart-Scott-Rodino (HSR) Act have not been altered for 20 years, but that is about to change, and dramatically in 2023. President Biden is expected to sign into law the Consolidated Appropriations Act,...more
12/28/2022
/ Biden Administration ,
Consolidated Appropriations Act (CAA) ,
Corporate Counsel ,
Domestic Dealmaking ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Foreign Entities ,
Global Dealmaking ,
Hart-Scott-Rodino Act ,
Mergers ,
Pre-Merger Filing Requirements ,
Proposed Regulation
On October 19, 2022, the Antitrust Division of the Department of Justice announced that seven directors resigned from five different US public company boards of directors following DOJ concerns that their roles violated...more
10/21/2022
/ Acquisitions ,
Anti-Competitive ,
Antitrust Division ,
Competition ,
Corporate Counsel ,
Corporate Entities ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Emerging Technology Companies ,
Enforcement Actions ,
Mergers ,
Private Equity Firms ,
Section 8 ,
Securities and Exchange Commission (SEC) ,
The Clayton Act
In January, the Federal Trade Commission (FTC) and the Department of Justice (DOJ) announced a joint public inquiry to update the agencies' merger guidelines, which set out the framework by which the agencies assess the...more
The Federal Trade Commission (FTC) was busy in its first year under the Biden administration. Over the past year, the FTC announced several important policy and process changes that may have significant implications for US...more
2/8/2022
/ Acquisitions ,
Antitrust Division ,
Biden Administration ,
Buyers ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Investigations ,
Investors ,
Mergers ,
Private Equity ,
Warning Letters
On October 25, 2021, a deeply divided FTC voted 3-2 to enact a major policy change relevant to every party involved in settling a merger investigation with the FTC. Earlier this year, the FTC signaled its intent to bring back...more
On Tuesday, August 3, 2021, the Federal Trade Commission announced a new approach for merger investigations that the FTC does not complete during the Hart-Scott-Rodino Act (HSR) waiting period—the FTC may advise merging...more
8/6/2021
/ Acquisitions ,
Antitrust Provisions ,
Buyers ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Investigations ,
Mergers ,
Sellers ,
Waiting Periods ,
Warning Letters
After campaigning for the presidency on a platform that included more aggressive antitrust enforcement, Joe Biden has taken early steps to honor those pledges -
President Joe Biden has made antitrust enforcement a policy...more
There have been a number of developments in merger control in 2020 and Q1 2021. Some are related to the repercussions of the COVID-19 pandemic, while others are borne out of the ambitions and changes sought by individual...more
On February 1, 2021, the Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds.
The FTC is required by law to revise the jurisdictional thresholds...more
Bankruptcy can provide important advantages to companies considering M&A activity today. M&A purchases of bankrupt companies obviously often feature significantly depressed valuations and a small universe of potentially...more
Last week, in response to the outbreak of the Coronavirus disease (COVID19), the antitrust agencies in the United States and European Union issued policies that will affect, and may delay, merger filings and reviews. ...more
3/17/2020
/ Antitrust Division ,
Coronavirus/COVID-19 ,
Department of Justice (DOJ) ,
Electronic Filing ,
EU ,
European Commission ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Merger Reviews ,
Mergers ,
Premerger Notifications ,
Risk Mitigation
As the rest of the world backed away from the deal table, confident US corporates continued buying businesses—especially in the life sciences and TMT sectors, and particularly in the domestic market.
US dealmakers had a...more
2/1/2020
/ Acquisitions ,
Antitrust Provisions ,
Canada ,
CFIUS ,
Department of Justice (DOJ) ,
Domestic Dealmaking ,
Family Businesses ,
Federal Trade Commission (FTC) ,
FIRRMA ,
Foreign Acquisitions ,
Foreign Investment ,
Global Dealmaking ,
Global Economy ,
Life Sciences ,
Mergers ,
Pharmaceutical Industry ,
Pre-Merger Filing Requirements ,
Private Equity ,
Privately Held Corporations ,
Trade Wars ,
UK ,
United States-Mexico-Canada Agreement (USMCA)
On January 28, 2020, the Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds....more
1/29/2020
/ Acquisitions ,
Antitrust Provisions ,
Business Valuations ,
Civil Monetary Penalty ,
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
On February 15, 2019, the Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds.
The FTC is required by law to revise the jurisdictional thresholds annually,...more
The US M&A market delivered another year of strong performance in 2018. Though deal volume dipped 2 percent year-on-year to 5,682 deals, deal value was up by 15 percent over the period, to US$1.5 trillion -
A number of...more
2/7/2019
/ Acquisitions ,
Antitrust Violations ,
Blocked Mergers ,
CFIUS ,
China ,
Corporate Taxes ,
Critical Infrastructure Sectors ,
Cross-Border Transactions ,
Department of Justice (DOJ) ,
Dow Jones ,
Equity Compensation ,
Equity Grants ,
Federal Trade Commission (FTC) ,
FIRRMA ,
GDP ,
Health IT ,
Mandatory Declarations ,
Merger Controls ,
Mergers ,
NAFTA ,
National Security Review Proceedings ,
Oil Prices ,
Popular ,
Qualcomm ,
Tariffs ,
Tax Cuts and Jobs Act ,
Tax Rates ,
Trump Administration ,
United States-Mexico-Canada Agreement (USMCA) ,
Vertical Mergers