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Business Organization Antitrust & Trade Regulation Mergers & Acquisitions

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:

Reminder: Equity Compensation May Require Personal, Individual HSR Filings

by Goodwin on

Do you receive any form of equity-based compensation? Does your company grant any form of equity-based compensation? If so, it is critical to remember that common equity-based compensation, such as option exercises,...more

Reminder: Equity Compensation May Require HSR Filings For Executives Of REITs Or Other Companies

by Goodwin on

Common equity-based compensation-related transactions, such as restricted stock grants, settlement of restricted stock units (RSUs), exchange of operating partnership units (OP units) and option exercises, may trigger filing...more

DOJ Reminds Companies That Expiration of HSR Waiting Period Is Not Always the Antitrust Agencies' Final Say

On September 26, 2017, the Department of Justice (DOJ) filed a complaint in the U.S. District Court for the District of Delaware challenging Parker-Hannifin Corporation's (Parker's) consummated acquisition of CLARCOR, Inc....more

DOJ Files Unusual Suit to Unwind a Consummated Merger: 3 Lessons

by Latham & Watkins LLP on

The suit of a merger that had already cleared HSR review serves as a reminder that parties should not assume clearance confers immunity from scrutiny. Update: On September 26, 2017, the US Department of Justice’s...more

Wait, I Thought We Were Done? DOJ Challenges $4B Merger Months After HSR Filing and Expiration of the HSR Waiting Period

by WilmerHale on

Earlier this week, the Antitrust Division of the Department of Justice (DOJ) filed a lawsuit seeking to unwind Parker-Hannifin's $4.3 billion consummated acquisition of Clarcor. This is a notable challenge for two reasons. ...more

DOJ’s Challenge of Parker-Clarcor: HSR Clearance Does Not Equal Safe From DOJ Challenge

by Shearman & Sterling LLP on

On September 26, the DOJ challenged Parker-Hannifin’s $4.3-billion consummated acquisition of Clarcor, serving as a reminder that receiving HSR clearance does not immunize transactions from being challenged, even after...more

Antitrust Bills Seek to Thwart Mega Mergers and Expand Antitrust Enforcement

by Jones Day on

In Short - The Situation: Democrats have proposed legislation that would make it easier for antitrust agencies to challenge mergers. - The Background: This announcement followed a proposal made in August, known as the "Better...more

Five Things To Know About German Merger Control

by McDermott Will & Emery on

As reported previously, German competition law was recently amended. The amendments included with the introduction of a “size of transaction”-threshold a notable change with respect to German merger control. The following is...more

Tennessee Department of Health Grants COPA Request for Health Care Alliance

On September 19, 2017, the Tennessee Department of Health (“TDOH”) granted the request for a Certificate of Public Advantage (“COPA”) from Wellmont Health System and Mountain States Health Alliance. This approval paves the...more

EU & Competition Law Update – September 2017

by Bryan Cave on

On the 13th September 2017 Jean-Claude Juncker, the European Commission President, unveiled a framework for investment screening for certain foreign mergers in his “State of the Union” address to the European...more

Senate Democrats Push for Tougher Merger Enforcement

by McDermott Will & Emery on

On September 14, 2017, Senator Amy Klobuchar (D-MN), introduced new legislation to curtail market concentration and enhance antitrust scrutiny of mergers and acquisitions. As the Ranking Member of the Senate Judiciary...more

Competition News

by Dentons on

A look back on a decision imposing a fine on Facebook for having provided the European Commission with inaccurate information on its acquisition of WhatsApp - On May 18, 2017, the European Commission imposed a €110 million...more

Only 'full-function' joint ventures subject to EU merger control: C-248/16 Austria Asphalt v Bundeskartellanwalt

by DLA Piper on

On 7 September 2017 the EU Court of Justice ruled that the creation of a joint venture is subject to merger control only where the target company is 'full-function' - i.e. an autonomous economic entity. The Court clarified...more

EU Court Decides EU Merger Control Can Only Catch Joint Control Transactions If the Resulting Entity Is ‘Full-Function’

by Shearman & Sterling LLP on

On September 7, 2017, the European Court of Justice (ECJ) decided that, where joint control is acquired over a new or existing undertaking (or parts of an undertaking), that transaction can only fall within the scope of the...more

European M&A Market Insights, Summer 2017

by Morrison & Foerster LLP on

Germany Strengthens Foreign Investment Control: New Rules to Thoroughly Screen Investments in Enlarged Number of Key Industries - Germany ends its longtime liberal approach to foreign investments by increasing its...more

THE LATEST: European Court of Justice Clarifies Application of European Union Merger Control Rules to Joint Ventures

by McDermott Will & Emery on

On 7 September 2017, the European Court of Justice issued a decision (Decision) on the interpretation of the European Union Merger Regulation (EUMR). The Decision clarifies the conditions under which the EUMR applies to the...more

New rules on merger control in Italy

by DLA Piper on

The annual competition act for 2017 (Law n. 124 of 4 August 2017, published in the Official Journal on 14 August 2017; hereinafter “2017 Competition Act”) has amended – with effect from 29 August 2017 – the requirements that...more

New turnover thresholds for the prior notification of mergers (Italian)

by Dentons on

A partire dal 29 agosto 2017, si applicheranno nuove soglie di fatturato per la notifica preventiva delle operazioni di concentrazione all’Autorità Garante della Concorrenza e del Mercato (“AGCM”). Le nuove soglie sono...more

New turnover thresholds for the prior notification of mergers in Italy

by Dentons on

As of August 29, 2017, new turnover thresholds will apply for the prior notification of mergers to the Italian Competition Authority (ICA). The new thresholds have been set by Law n. 124/2017 of August 4, 2017 (Annual...more

By Antitrust Standards, When Is a Firm Really Failing?

The “failing firm” defense as a justification for permitting a merger that may otherwise lessen competition gets considerable play in healthcare transactions. Perilous hospital economics—often brought on by low Medicare and...more

New Guidelines on Small Market Mergers sees CMA Set to Clear Larger Number of Transactions

by Bryan Cave on

The CMA published on 16th June its final version of its Merger De Minimis Guidelines following earlier consultation with stakeholders. The Guidelines set out the criteria which the CMA will have regard to when exercising its...more

Update: Italian Parliament approves the new National Merger Filing Thresholds

by K&L Gates LLP on

On 2 August 2017, the Italian Parliament has adopted the Italian Competition Law, following a complex and long legislative procedure. As already reported, an intense debate surrounded the discussion and the approval of the...more

Italy Aims to Change Merger Notification Thresholds

by Shearman & Sterling LLP on

After 894 days of discussion, the Italian Parliament has approved, on 2 August 2017, what should be the “annual” competition act — a series of measures that should be adopted on a yearly basis to promote competition. Among...more

ACCC and CrownBet Roll the Dice - Apply for Judicial Review of Tabcorp/Tatts Merger Authorisation

by K&L Gates LLP on

In Brief: On 10 July 2017, the ACCC applied to the Federal Court for judicial review of the Australian Competition Tribunal (Tribunal)'s determination to grant authorisation to Tabcorp Holdings Limited's proposed...more

QVC/HSN :: A Deal You Probably Weren’t Thinking About

by Kelley Drye & Warren LLP on

On July 6, 2017, QVC announced its intent to acquire the remaining 62 percent of Home Shopping Network it doesn’t already own. More so than DraftKings or Walgreens, this transaction will demonstrate whether Trump’s election...more

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