Acquisitions Dept. of Justice

News & Analysis as of

Investment Firm to Pay Record $11 Million Fine for Violation of HSR Act

On July 12, 2016, the Department of Justice (“DOJ”) announced that investment firm ValueAct Capital (“ValueAct”) agreed to pay a record $11 million fine to settle charges that it and its affiliates violated the reporting and...more

Antitrust M&A Snapshot - July 2016

United States: January – June Update - The Federal Trade Commission (FTC) and US Department of Justice (DOJ) have been actively challenging mergers and acquisitions in the first half of 2016. In some instances, the...more

Alert: Shareholder Activism and HSR Collide: DOJ Obtains Record Fine from ValueAct

The Department of Justice Antitrust Division announced on July 12 that ValueAct Capital agreed to pay a record $11 million civil penalty to settle claims that ValueAct purchased over $2.5 billion in Halliburton and Baker...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

Your daily dose of financial news - The Brief – 7.18.16

William Ackman’s multi-year effort to expose Herbalife as a Ponzi scheme (and make good on his massive short of its stock) saw something of a moral victory last week, with the FTC imposing big-time sanctions ($200 million in...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

FTC Announces Substantial Increase to Maximum Civil Penalty for Premerger Violations

On June 29, 2016, the Federal Trade Commission (FTC) announced increases to the maximum daily civil penalties under several antitrust statutes. As a result, the maximum daily penalty for violations of premerger filing...more

Alert: Failure to Comply with the HSR Act: The Price is Going Up

Failure to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") is about to get a lot more expensive. Effective August 1, 2016, the maximum civil penalty for noncompliance with the premerger...more

Business Litigation Report - June 2016

Federal Circuit Recognizes New, but Limited, Privilege for Patent Agent Communications - Introduction - Patent agents are licensed to practice before the United States Patent and Trademark Office (“USPTO”), and...more

June 2016: Antitrust Litigation Update

DOJ Antitrust Division Annual Update. On April 8, 2016, the Antitrust Division of the United States Department of Justice issued its 2016 Spring Update. The update highlights recent developments and trends in the Division’s...more

Spring Update: Insights Regarding The Antitrust Division’s Recent Activity

The Antitrust Division recently issued its 2016 annual spring update. Taking advantage of modern technology, Bill Baer—now the Acting Associate Attorney General serving in the DOJ’s third-highest ranking...more

May Antitrust Bulletin

FTC, DOJ Issue Statement on Preserving Competition in the Defense Industry - On April 12, 2016, the Federal Trade Commission (FTC) and U.S. Department of Justice (DOJ) Antitrust Division issued a joint statement...more

Failure to Disclose Best Pricing: Pharmaceutical Companies Settle FCA Claims for $784 Million

The Department of Justice announced late last month that pharmaceutical manufacturers Wyeth and Pfizer would pay $784 million to resolve a False Claims Act investigation and qui tam lawsuit arising from Wyeth’s failure to...more

The HSR Act’s “Investment” Exemption – Strategic Considerations in Light of Recent Enforcement

On April 4, 2016 the Department of Justice (DOJ) sued ValueAct Capital (ValueAct), an “activist” investment fund, for violation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act), seeking civil...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

Historic FCPA Settlement Reflects Increased Regulatory Focus on International Anticorruption Issues Arising from M&A Transactions

Most employers already know that violating the Foreign Corrupt Practices Act of 1977 (FCPA) has serious consequences, including significant fines. Those potential fines just got even heavier. On February 18, 2016, the U.S....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

Proposed Aetna-Humana Merger Passes Another Hurdle in Antitrust Review

The proposed merger between major health insurers Aetna Inc. and Humana Inc. continues to inch closer to finalization. In a recent press release, Aetna announced that 10 states have now signed off on its proposed acquisition...more

"Insights Conversations: Developments in US Export Controls"

The U.S. export control system has undergone major reform in recent years, and companies have experienced both increased enforcement of export control laws and fines for violations, with more changes on the way. Skadden...more

Legal Issues Business Leaders Need to Know in 2016

A compilation of time-sensitive and trending legal and regulatory issues that general counsels and business leaders should be aware of in 2016. ...more

"DOJ Scores as Electrolux and General Electric Abandon Deal; FTC Challenges (Again) Staple’s Proposed Acquisition of Office Depot"

December 7, 2015, was an eventful day for U.S. antitrust enforcement agencies. The Department of Justice achieved a high-profile win when General Electric Co. decided to abandon the proposed sale of its appliance unit to...more

Gun-jumping triggers trouble

In merger control, gun-jumping refers to two distinct types of prohibited practices: failure to notify authorities of a transaction triggering merger thresholds, and implementing a notified transaction before receiving merger...more

FTC Continues Aggressive Enforcement of HSR Act, Levies $656,000 Fine Against Investor

Investor Len Blavatnik has agreed to pay $656,000 to resolve allegations that he violated the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) by failing to obtain clearance prior to acquiring voting...more

Alert: HSR "Investment-Only" Exemption: Lessons from Third Point's Yahoo! Investment

While acquisitions of up to 10% of the voting interest in a target that are made "solely for the purpose of investment" are in many circumstances exempt from Hart-Scott-Rodino (HSR) reporting requirements, even when the value...more

Hotels Troubled over Potential Expedia-Orbitz Merger

Expedia, Inc. (“Expedia”) is in the works to acquire Orbitz Worldwide, Inc. (“Orbitz”) for $1.6 billion dollars. This news arrives on the heels of Expedia’s purchase of Travelocity for $280 million in January, 2015. The...more

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