News & Analysis as of

Buyer Beware: Bazaarvoice and the Risks of Non-Reportable Transactions

If you thought not having to report your proposed acquisition to the US Department of Justice and the US Federal Trade Commission meant never worrying about antitrust issues, think again. The DOJ’s recent pursuit of...more

Some Interesting Numbers Regarding Merger Review: The Hart-Scott-Rodino Annual Report for Fiscal Year 2013

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) requires that proposed acquisitions of voting securities, assets or non-corporate interests meeting certain criteria be reported to the Federal Trade...more

FTC Letter is a Reminder for All M&A Deals

On April 10, 2014, Jessica Rich, Director of the FTC’s Bureau of Consumer Protection, wrote a letter to both Facebook, Inc. and WhatsApp Inc. warning the companies that the FTC expects both companies to honor the privacy...more

Health Care Reform Goals Fail to Persuade Court in Antitrust Challenge to Acquisition

On January 24, 2014, a federal district court judge validated the trend of recent increased Federal Trade Commission (FTC) scrutiny of physician practice consolidations and acquisitions by upholding the agency’s antitrust...more

Idaho District Court First to Unwind a Physician Practice Deal

On January 24, 2014, in Federal Trade Commission v. St. Luke's Health System, Ltd. & Saltzer Medical Group, P.A., the U.S. District Court for the District of Idaho found that the acquisition of Saltzer Medical Group...more

FTC Successfully Obtains Divestiture of Physician Group Previously Acquired by Hospital System

In a significant groundbreaking victory, on January 24, 2014 after a bench trial, an Idaho federal district court judge upheld the FTC’s antitrust challenge to a hospital system’s (St. Luke’s) acquisition of a multispecialty...more

FTC Victory in Idaho Hospital-Physician Acquisition Case Should be a Wake-Up Call for Future and Past Deals

The ink is still drying on the Idaho federal district court’s order requiring St. Luke’s Health System (“St. Luke’s”) to unwind its acquisition of Saltzer Medical Group (“Saltzer”) – a for-profit, physician-owned,...more

FTC Successfully Challenges Non-Reportable Acquisition of Physician Group

On January 24, 2014, the U.S. District Court for Idaho held that St. Luke’s Health System (“St. Luke’s”)’s acquisition of Saltzer Medical Group (“Saltzer”), violated Section 7 of the Clayton Act and ordered St. Luke’s to...more

Hart-Scott-Rodino Thresholds Increased Approximately 7 Percent for 2014

This year's revised Federal Trade Commission thresholds under Hart-Scott-Rodino (HSR) represent an approximately 7 percent increase from the existing amounts. They will apply to all applicable transactions on or after...more

New HSR Thresholds for 2014

The Federal Trade Commission (FTC) has announced the annual revisions to the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) thresholds, which will become effective on February 24, 2014. The revised thresholds will...more

2014 Hart-Scott-Rodino Requirements

What you need to know: HSR filing thresholds will be adjusted upward effective February 24, 2014. What you need to do: Parties involved in a large merger or acquisition should analyze whether it will...more

FTC Raises Hart-Scott-Rodino Thresholds

Transactions closing toward the end of February will be subject to increased HSR Act jurisdictional and filing fee thresholds. On January 17, the Federal Trade Commission (FTC) announced that it will raise the...more

Federal Trade Commission Announces 2014 Threshold Revisions for HSR Act and for Clayton Act Section 8 Prohibition on Interlocking...

The Hart-Scott-Rodino Antitrust Improvements Act of 1976, commonly known as the HSR Act, requires parties to certain corporate transactions to notify the Federal Trade Commission and Department of Justice, and to observe a...more

Hart-Scott-Rodino Reporting Thresholds Raised

On January 17, 2014, the Federal Trade Commission announced the annual adjustment to the thresholds that trigger reporting obligations under the Hart-Scott-Rodino Act (HSR Act). Like eight of the past nine annual adjustments,...more

FTC Announces Increased HSR Thresholds

The Federal Trade Commission (FTC) announced on January 17, 2014, the revised transaction thresholds that trigger the requirement to file a premerger notification and report form under the Hart-Scott-Rodino Antitrust...more

"Revised HSR Thresholds Announced"

On January 17, 2014, 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

The Current Intersection of Antitrust and Managed Care

This article provides a summary of key healthcare antitrust developments in 2013, highlighted by two important Supreme Court decisions: - In FTC v. Phoebe Putney Health System, Inc.,133 S.Ct. 1003 (2013), the Court...more

‘The Past Is Never Dead’: FTC Requires Divestiture of Acquisition Five Years After Deal Closed

The Federal Trade Commission has approved the divestiture of a five-year old acquisition, signifying that neither complete consummation of a transaction nor the passage of time will dissuade the FTC from challenging mergers...more

New FTC Rules for Exclusive Pharmaceutical Patent Licenses

The Federal Trade Commission (FTC) has issued final rules under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) relating to the transfer of exclusive patent rights in the pharmaceutical industry. These new...more

FTC Expands Reporting Requirements For Transfers Of Pharmaceutical Patent Rights

The U.S. Federal Trade Commission (“FTC”) issued final changes to the premerger notification rules that affect whether pharmaceutical companies must report certain proposed acquisitions of exclusive patent rights to the FTC...more

Game Over — "Unique Circumstances" End FTC Challenge to Phoebe Putney Acquisition

After running the table in the Supreme Court with a unanimous decision and then convincing a district court judge in Georgia to halt further consolidation of Phoebe Putney Health System (Phoebe Putney) and Palmyra Medical...more

FTC Announces Proposed Settlement in Hospital Acquisition Case

On August 22, 2013, the FTC announced a proposed settlement in its much-publicized case against one of the largest hospital systems in Southwest Georgia, and the proposed settlement is remarkable for what it will not do—it...more

“Highly Unusual” Circumstances End FTC Challenge to Phoebe Putney Acquisition

After running the table in the Supreme Court with a unanimous decision, which we covered, and then convincing a district court judge in Georgia to halt further consolidation of Phoebe Putney Health System (“Phoebe Putney”)...more

The Antitrust Review Of The Americas 2013: US: Recent Developments in Intellectual Property Antitrust Law

United States antitrust laws seek to encourage free and open competition by preventing exclusionary conduct that threatens the competitive process. Intellectual property rights (IPR) laws, by contrast, are designed to...more

FTC Formalizes Withdrawal and Refiling Process

On June 28, the Federal Trade Commission (FTC) formalized new rules to codify its informal procedures for companies completing transactions that require US merger control filings pursuant to the Hart-Scott-Rodino Act (HSR)....more

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