Mergers & Acquisitions Antitrust & Trade Regulation

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Antitrust Matters - November 2014 (Global)

EDITORIAL - Sitting at my desk in Washington, DC, I imagine myself being a business executive in Europe or Asia, trying to make sense of news reports that I regularly hear about United States courts and enforcement...more

"DOJ Antitrust Action Condemns Pre-Merger Coordination Requiring Target Company to Sell Factory"

On November 7, 2014, the United States Department of Justice, Antitrust Division (DOJ) announced a $5 million agreement to settle charges that Flakeboard and SierraPine had engaged in unlawful pre-merger coordination. The...more

Engineered Wood Manufacturers to Pay $3.8 Million in Fines and Disgorge $1.15 Million in Profits for Hart-Scott-Rodino Gun-Jumping...

In the first Hart-Scott-Rodino (HSR) gun-jumping enforcement action in five years, the Antitrust Division of the U.S. Department of Justice (DOJ) recently announced a settlement with Flakeboard America Limited and SierraPine...more

Insurance Antitrust Legal News - November 2014 - Volume 3 - Number 6

Plaintiff Files Third Amended Antitrust Claim Against Highmark - A long running antitrust dispute in Western Pennsylvania continued on October 1, when a Pennsylvania hotel (Cole’s Wexford Hotel) filed a third amended...more

Halliburton’s Acquisition of Baker Hughes Likely to Receive Close Antitrust Scrutiny from Department of Justice

On November 17, 2014, Halliburton Company (“Halliburton”) announced plans to acquire Baker Hughes, Inc. (“Baker Hughes”) for $34.6 billion. Halliburton and Baker Hughes are two of the world’s largest oilfield services...more

Five Million Dollar Penalty is Stark Reminder About "Gun Jumping"

On November 7, 2014, the Antitrust Division of the Department of Justice ("DOJ") announced that it had imposed a civil penalty of $3.8M and disgorgement of $1.15M in profits on Flakeboard America Limited (and its parent...more

DOJ Antitrust Division Announces Settlement with Two Companies for Federal Antitrust Law Violations

On November 7, the Antitrust Division of the Department of Justice announced a settlement with Flakeboard America Ltd. (Flakeboard) and SierraPine for federal antitrust law violations. The settlement requires the companies to...more

Gone, Gone, the Damage Done*—Provisions in Transactional Agreements Can Raise Antitrust Risk

Soon after someone settles “gun jumping” charges, client alerts and blog posts with informative titles like “DOJ Settlement Resolves ‘Gun Jumping’ Charges” start flying around. These “alerts” and “posts” usually recite facts...more

New Guidance on Gun Jumping - DOJ Antitrust Division Settlement Clarifies the Risks of Pre-Closing Coordination, while...

Just five weeks after the Antitrust Division of the U.S. Department of Justice announced that Flakeboard America had abandoned its plan to acquire a medium-density fiberboard (MDF) mill and two particleboard mills from...more

“Gun-Jumping” Companies Must Pay $3.8 Million in Fines and Disgorge $1.15 Million in Illegally Obtained Profits

Recently the Antitrust Division of the U.S. Department of Justice (DOJ) reached a $5 million settlement with Flakeboard America Limited, its parents and SierraPine to settle allegations that the parties engaged in...more

United States v. Flakeboard America Ltd.: The Perils of Gun Jumping

On November 7, 2014, the Antitrust Division of the U.S. Department of Justice (DOJ) announced a Complaint and proposed Consent Settlement of significant claims of illegal premerger coordination with buyer and seller in a...more

Transaction Parties Pay Hefty Antitrust Fines for Unlawful Premerger Coordination

On November 7, 2014, Flakeboard America Limited (Flakeboard), its parent companies, and SierraPine entered into a settlement with the Department of Justice (DOJ) resolving allegations that the parties engaged in illegal...more

Minimizing Antitrust Risk in M&A Transactions

For any company looking to enter into a merger or acquisition, the laundry list of necessary pre-closing tasks can start to add up. But, just as companies must complete due diligence and identify negotiation strategies, it...more

DOJ Settles with Flakeboard and SierraPine for Gun-Jumping Action

On November 7, 2014, the Department of Justice Antitrust Division (“DOJ”) announced it had settled an enforcement action for improper premerger coordination (commonly referred to as “gun-jumping”) with Flakeboard America...more

COMESA Merger Assessment Guidelines Clarify Jurisdictional Test and Notification Requirements

The long-awaited Common Market for Eastern and Southern Africa (COMESA) Merger Assessment Guidelines (the Merger Guidelines) were finally adopted in August 2014 and released on 31 October 2014....more

DOJ Penalty Warns: Do Not Jump the Gun

The Department of Justice’s recent $4.95 million settlement of claims of illegal premerger coordination – also known as "gun jumping" – between two particleboard manufacturers reminds parties to exercise care over pre-closing...more

A Cautionary Tale on Gun-Jumping: The Antitrust Division Expands its Use of Disgorgement in Enforcement of Civil Antitrust

The success of a merger or acquisition often largely depends on pre-closing planning and the rapid integration of the merged entities or acquired assets. In any transaction, the need for planning and speed create certain...more

DOJ Imposes $4.95 Million Fine for Pre-Closing U.S. Antitrust Violations

Pre-closing violations in United States v. Flakeboard & SierraPine provide a reminder of practical rules for handling pre-closing activities without hitting antitrust landmines....more

Merger Control: Overview and updates in Thailand

Over 100 jurisdictions have adopted merger control rules around the world which apply generally to mergers, joint ventures, takeovers and acquisitions. Each country has its own set of jurisdictional thresholds to determine...more

FTC Competition Priorities

FTC Commissioner Julie Brill discussed the agency’s competition and consumer protection priorities in her keynote address last Thursday at the ABA’s Antitrust Fall Forum at the National Press Club in Washington. Brill led off...more

For Single-Enterprise Immunity, the Bottom Line May Be Having One Bottom Line

A federal court in Ohio has provided some of the clearest guidance to date on the application of the single-enterprise immunity doctrine to healthcare organizations. The single-enterprise immunity doctrine is critically...more

Sample Antitrust-Related Provisions in M&A Agreements

In this article: - Definitions - Representations and Warranties - Conditions Precedent - General Efforts Covenants - Conduct of Business Covenants - Merger Control Filing...more

2014 Elections May Lead To Changes In Antitrust Merger Review

With the Republicans gaining control of the Senate in yesterday's elections, there is a greater chance that Congress may enact reforms to the merger approval process. Currently, there is a bill pending in the House that...more

International Transactions May Escape German Merger Control Even if Statutory Control Thresholds Are Exceeded - New FCO German...

In many countries turnover tests triggering merger control can be overly far-reaching and cover transactions that are “entirely foreign” and do not have any appreciable effect in the country concerned. Newly issued German...more

Increasing Dry Powder and Decreasing Deal Volumes: Seller Friendly Deal Terms Are Set To Continue

During the past three years there has been a steadily increasing amount of money chasing a decreasing number of deals, as the graph below highlights. This, combined with readily available debt finance (despite the current...more

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