Antitrust & Trade Regulation Securities Mergers & Acquisitions

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Further Guidance on the HSR Act Investment-Only Exemption for Seemingly “Passive” Investors Engaging with Management

Investors considering engaging with management should take note of a recent informal interpretation received from the FTC’s Premerger Notification Office (PNO) advising that certain seemingly “passive” behavior is...more

China Simplifies Its Legal Administration of Foreign Direct Investments

In order to implement the State Counsel’s decision issued on September 3, 2016 (State Counsel’s Decision), which simplifies the original substantive review and approval process (Approval System) to a new simple filing system...more

Antitrust Updates for Private Equity Firms

In an era of robust merger enforcement by the U.S. antitrust agencies, opportunities abound for private equity firms to acquire divested businesses for value. These acquisitions of divested businesses are increasingly subject...more

Minority shareholdings: New competition law issues?

New competition law issues with respect to minority shareholdings? A topic that recently became prominent in the competition law community and beyond is whether so-called “common ownership” may have a negative effect on...more

HSR 2015 Annual Report: Filings Up, Second Requests Down and ESO/RSU Implications

The Hart-Scott-Rodino Annual Report Fiscal Year 2015, published by the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ), summarizes FTC and DOJ actions conducted under the Hart-Scott-Rodino Antitrust...more

CMA Taking Increasingly Intrusive Approach To Monitoring UK Deals

Since its launch in April 2014, the Competition and Markets Authority (CMA) has played a crucial role in determining the outcome of some of the UK’s headline deals. Last year alone, the CMA scrutinised over 60 deals including...more

Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff...

On July 12, 2016, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions...more

ValueAct Settlement Marks Record Penalty in Heightened Agency Efforts Against HSR Act Violations

Where is the line drawn between acquisitions of securities made “solely for the purpose of investment” on one hand, and influencing control, thereby requiring regulatory approval, on the other hand? That is the central...more

Record Setting Fine for Violation of HSR Reporting Requirements

On July 12, 2016, the U.S. Department of Justice Antitrust Division (Antitrust Division) announced that it reached a settlement with ValueAct, and its related companies (ValueAct), of alleged violations of the...more

ValueAct Settles for Record HSR Fine

Activist investor ValueAct Capital agreed to pay an $11 million fine and also agreed to injunctive relief to settle the DOJ’s allegations that it violated the HSR Act in connection with its acquisition of over $2.5 billion of...more

Competition News May 2016

Divesture commitments in a merger operation: reminder to maintain the profitability of the transferred business - On April 19, 2016, the French Competition Authority (FCA) once again punished the failure to respect the...more

Your daily dose of financial news The Brief – 5.9.16

Friday’s jobs report underwhelmed, but it shouldn’t necessarily put off a June rate hike by the Fed, says the Journal, especially given the news that wages climbed last month – WSJ... Fair Game got downright monarchical...more

HSR Suit Between DOJ and ValueAct Offers Potential to Clarify "Investment-Only" Exemption

On April 4, 2016, the U.S. Department of Justice (DOJ) announced that it had filed a civil antitrust complaint against investment fund ValueAct Capital, alleging that ValueAct improperly relied upon the "investment-only"...more

DOJ Suit Against ValueAct Shines Spotlight on HSR Requirements for Shareholder Activists

Suit signals potential consequences for activist investors who rely on the HSR “solely for purposes of investment” exemption. On April 4, 2016, the U.S. Department of Justice (DOJ) sued certain ValueAct Capital entities...more

Activist Funds Should Heed the Latest Enforcement of the HSR Act

The limits on an investor’s ability to acquire stock under the “investment-only” exemption to the HSR Act’s reporting requirements take center stage as the Antitrust Division of the U.S. Department of Justice (the “DOJ”)...more

When Passive Investors Take a Stand – HSR Act Enforcement Put to the Test

Enforcement actions for violations of the Hart-Scott-Rodino Act (HSR) often are announced with substantial money penalties or other restrictions agreed in advance between the agency and the parties. Not so with the Department...more

"Interpretation of Antitrust Exemption at Heart of DOJ Action Against ValueAct"

On April 4, 2016, the U.S. Department of Justice, Antitrust Division (DOJ) filed a complaint against activist investor ValueAct Capital in California federal court, requesting a $19 million fine for violations of the...more

Narrow Reading Of HSR Investment-Only Exemption Continues

On April 4, 2016, the U.S. Department of Justice filed a civil antitrust lawsuit against activist investor ValueAct Capital. The DOJ asserts that ValueAct improperly relied on the “investment only” exemption to the...more

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

The HSR Act and You: Failing to Report Executives' Stock Purchases and Option Exercises is No Joke

THE RULE TO REMEMBER… Whenever an individual exercises stock options, receives restricted stock awards, or even makes an open market purchase, there may be an attendant requirement to file an individual Hart-Scott-Rodino...more

2016 M&A Report

Our 2016 M&A Report offers a detailed review of, and outlook for, the global M&A market. Other highlights include a comparison of deal terms in public and private acquisitions; updates on takeover defenses and public company...more

The SMARTER Act Passes U.S. House of Representatives Vote, Seeks to Harmonize FTC and DOJ Procedures for Challenging Unconsummated...

On March 23, the U.S. House of Representatives voted favorably on the Standard Merger and Acquisition Reviews Through Equal Rules Act (the “SMARTER Act”), H.R. 2745. The bill, introduced by Representative Blake Farenthold of...more

Six Trends Impacting Health Care M&A in 2016

From hospital expansions with large insurance deals to physician group consolidation, the continued outlook for health care mergers and acquisitions in 2016 is expected to be rampant. The following six factors will likely be...more

FTC Announces Revised HSR Pre-Merger Notification and Interlocking Directorate Thresholds

The Federal Trade Commission (“FTC”) has announced revised monetary thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott Rodino Antitrust...more

FTC Announces Annual HSR Premerger Notification Threshold and Clayton Act Interlocking Directorate Thresholds Adjustments

On January 21, 2016, the Federal Trade Commission (FTC) announced that the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) thresholds will be increased. The FTC also announced that it has revised the thresholds...more

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