Acquisitions Federal Trade Commission

News & Analysis as of

HSR and Interlocking Directorate Thresholds Announced for 2017

On 19 January 2017, the Federal Trade Commission (FTC) released the annual jurisdictional adjustments for premerger notification filings made pursuant to Section 7A of the Clayton Act, known as the Hart-Scott-Rodino Antitrust...more

Individual Investors Pay Civil Penalties for Failing to Report Acquisitions of Voting Securities to the Federal Trade Commission

The Hart-Scott-Rodino Act (“HSR Act”) requires companies and individuals to report large transactions above certain thresholds to the Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”), and then to observe...more

FTC Announces 2017 Thresholds for Merger Control Filings Under the HSR Act and Interlocking Directorates Under the Clayton Act

The Federal Trade Commission (“FTC”) has announced its annual revisions to the dollar jurisdictional thresholds in Section 7A of the Clayton Act and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR...more

Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

1. Higher Thresholds For HSR Filings - On January 19, 2017, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The...more

"Revised HSR Thresholds Announced"

On January 19, 2017, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino...more

FTC Announces Changes to Hart-Scott-Rodino Filing Thresholds

On Jan. 19, the Federal Trade Commission announced revised thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act). These thresholds determine whether companies are required to notify...more

Annual HSR Threshold Adjustments Announced

FTC adjusts the Hart-Scott-Rodino Act size thresholds, inter alia, to raise the minimum size for reportable acquisitions to $80.8 million. On January 19, 2017, the Federal Trade Commission announced new jurisdictional...more

Antitrust Enforcers At It Again: More HSR Actions Against Individuals Announced

In a trend that is sure to continue no matter the policy leanings of the incoming Trump administration, the Federal Trade Commission (FTC) announced this week that it has obtained nearly $1 million in civil penalties for two...more

HSR Act Violations Continue Trend of Heightened Enforcement, Increased Fines in 2016

The past year was a challenging one for investors purchasing voting securities in public corporations with respect to compliance with the Hart-Scott-Rodino Antitrust Improvements Act....more

December Antitrust Bulletin

On Nov. 1, 2016, the Federal Trade Commission (FTC) issued a press release announcing that the FTC and the Department of Justice’s (DOJ’s) Antitrust Division are seeking public comment on proposed Antitrust Guidelines for...more

"FTC and DOJ Announce HSR-Related Changes"

On November 28, 2016, the Premerger Notification Office of the Federal Trade Commission (PNO) and the Antitrust Division of the Department of Justice (DOJ) both announced potentially important changes in the way the agencies...more

HSR: Newly Expanded 4(c) and 4(d) Requirements

The Premerger Notification Office of the Federal Trade Commission announced on November 28, 2016, that they were revoking previous informal advice regarding the scope of Items 4(c) and 4(d) of the HSR Form. In the past, the...more

Look Before You Leap: Cautionary Tale of a Non-Reportable Transaction

The list of non-reportable transactions challenged after the fact by the Department of Justice and the Federal Trade Commission continues to grow. Most recently, the FTC sued Valeant Pharmaceuticals International Inc. to...more

Developments in Merger Control: It Ain't Over 'til It's Over

Two recent enforcement actions are reminders that there are antitrust risks to be addressed after the deal is signed and even after it has closed. In the United States, the Federal Trade Commission (FTC) challenged Valeant...more

"Looking Ahead: The U.S. Legal and Regulatory Environment Under a Trump Administration"

Election Day brought an end to a long period of uncertainty that caused market fluctuations and delayed business planning decisions. As we navigate the post-election landscape, many questions remain regarding the potential...more

Antitrust M&A Snapshot - October 2016

UNITED STATES: Continuing an active first half of 2016, the Federal Trade Commission (FTC) and US Department of Justice (DOJ) have challenged several large mergers and acquisitions. In fact, trials for the two...more

FTC Accepts Practical ‘Failing Firm’ Defense in Ending Challenge to Non-Reportable Transaction

The Federal Trade Commission’s recently announced proposed settlement of its challenge of CentraCare Health’s acquisition of St. Cloud Medical Group (SCMG) is doubly noteworthy. The settlement ends the challenge of a...more

More Leveraged Buy-Outs to Face HSR Scrutiny as Agency Expands Reporting Requirements

The Federal Trade Commission's Premerger Notification Office has expanded the Hart-Scott-Rodino (HSR) reporting requirements for certain leveraged buyouts. M&A practitioners generally are familiar with the HSR premerger...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

U.S.-India Newsletter - Vol. 2016, Issue 3

Summer 2016 was a season of change. In Europe, we saw the "Brexit," with the United Kingdom voting to withdraw from the European Union. The June referendum sent shockwaves through the business and finance communities and...more

Antitrust-Related Recent Developments: FTC/DOJ Aggressive Merger Enforcement Continues

The Federal Trade Commission and Department of Justice have continued their aggressive stance against proposed mergers that the antitrust agencies perceive as harmful to competition. So far this year, the FTC obtained a...more

Investors Beware: The Bar Is Being Raised on HSR Violations

Under the Hart-Scott-Rodino (HSR) Act, parties to transactions meeting certain size thresholds are required to notify the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission and to observe a...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

Inside M&A - August 2016

Recent Enforcement Trends in Divestiture Packages - The Federal Trade Commission (FTC) and US Department of Justice’s (DOJ) Antitrust Division have been actively challenging mergers and acquisitions (M&A) across a...more

August Antitrust Bulletin

Activist Investor Settles DOJ Premerger Notification Case for Record $11 Million - On July 12, 2016, the U.S. Department of Justice (DOJ) announced that it had reached a settlement in its landmark lawsuit against...more

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