The Clayton Act

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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

FTC Defeats Another Hospital Merger

The Federal Trade Commission’s (FTC) recent streak of successfully challenging hospital mergers under section 7 of the Clayton Act (15 U.S.C. § 18) continues. On April 22, 2014, the United States Court of Appeals for the...more

Expect Focus On Antitrust Issues In The Health Care Industry

There have been a number of high profile antitrust cases brought against health care providers, and the increasing interest of both the Federal Trade Commission (FTC) and plaintiffs should be considered in any proposed...more

Central District of California Holds That Criminal Amnesty Recipients not Entitled to ACPERA Benefits in Parallel Civil Action...

In a groundbreaking decision, the Central District of California became the first court to hold that antitrust violators who received amnesty from criminal prosecution were not entitled to the damages-limiting benefits of the...more

FTC Targets Reporting of Licensing of Pharmaceutical Patents With Special Rules for Premerger Notification: What You Need to Know

On November 15, 2013, the Federal Trade Commission (“FTC”) adopted special rules for determining whether “exclusive” licenses of pharmaceutical patents are required to be reported to the FTC and the Antitrust Division of the...more

Recent Developments in Antitrust Enforcement within High-Tech Markets

In January 2014, the U.S. District Court for the Northern District of California found that Bazaarvoice, Inc. violated Section 7 of the Clayton Act by acquiring its primary rival PowerReviews. The Department of Justice,...more

Pharmaceutical Association Calls Out FTC in Filing Seeking to Enjoin New Rule Targeting the Industry

Last November, the Federal Trade Commission (“FTC”) with the “concurrence” of the Antitrust Division of the Justice Department, and over the strenuous objection of Pharmaceutical Research and Manufacturers of America...more

Judge’s Antitrust Decision Makes Hospitals Think Twice before Acquiring Physician Practices

A federal judge recently reversed a hospital system’s acquisition of a physician practice under antitrust laws. Judge B. Lynn Winmill of the United States District Court for Idaho ruled that St. Luke’s Health System, Ltd....more

Antitrust and Competition Newsletter - February 2014

U.S. Supreme Court Holds That Parens Patriae Suits Are Not Removable to Federal Court as “Mass Actions” Under the Class Action Fairness Act - On Jan. 14, 2014, the U.S. Supreme Court held that a parens patriae...more

FTC Announces New Filing Thresholds for Hart-Scott-Rodino Pre-Merger Notifications

The Federal Trade Commission (FTC) has announced the new notification thresholds for pre-merger notification reports that must be filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The...more

Takeaways From Government Victories In Recent Antitrust Merger Trials

Recent government victories in the antitrust challenges to the consummated mergers of Bazaarvoice/PowerReviews and St. Luke’s/Saltzer are the latest in a string of trial successes by the Department of Justice (“DOJ”) and the...more

Corporate and Financial Weekly Digest - Volume IX, Issue 5

In this issue: - FTC Announces New Filing Thresholds for Hart-Scott-Rodino Pre-Merger Notifications - SEC Division of Corporation Finance Issues Three C&DIs Relating to “Unbundling Rule” - NFA Members...more

"FTC Wins Action to Block Hospital-Physician Group Merger"

On the heels of a string of successfully litigated hospital merger challenges, the Federal Trade Commission (FTC) recently expanded its winning streak in the health care industry to include hospital acquisitions of physician...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 Announces Higher Hart Scott Rodino Premerger Notification Reporting Thresholds

The Hart-Scott-Rodino Act, 15 U.S.C. 18a (the “HSR Act”), requires parties that are contemplating a merger or the acquisition of assets, voting securities and other non-corporate interests above certain dollar thresholds to...more

HSR Thresholds Will Increase to Highest Levels for Transactions in 2014

On February 24, 2014, revised thresholds for the Hart-Scott-Rodino Act (“HSR”) will take effect. The thresholds determine whether parties involved in proposed mergers, consolidations, or other acquisitions of voting...more

Higher Filing Thresholds for HSR Act Premerger Notifications Effective February 24, 2014

Higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 will become effective on February 24, 2014. The filing thresholds are revised annually, based on the change in gross...more

2014 Changes In Hart-Scott-Rodino Reporting Thresholds

The Federal Trade Commission (FTC) recently announced that the reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (H-S-R) Antitrust Improvements Act of 1976 (the Act), will be increased. ...more

Federal Court Orders Idaho Health System To Divest Acquired Physician Practice

A federal judge has ordered Idaho’s St. Luke’s Health System to divest Saltzer Medical Group, which it acquired in 2012. In an opinion issued in consolidated cases filed by the Federal Trade Commission and other Idaho health...more

Orrick's Financial Industry Week in Review - January 27, 2014

Lehman Court Finds Safe Harbors Protect Damage Calculation Provisions in Swap - Judge James M. Peck issued a significant opinion in the Lehman Brothers bankruptcy late last month, which preserved important safe...more

FTC Announces Revised Thresholds for Clayton Act Antitrust Reviews for 2014

On January 17, the Federal Trade Commission revised the thresholds that determine whether companies are required to notify federal antitrust authorities about a transaction under Section 7A of the Clayton Act, the...more

FTC Announces 2014 Thresholds For Merger Control Filings Under 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 the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); the revised thresholds...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

FTC Adjusts HSR and Clayton Act Reporting Thresholds

Last week, the FTC adjusted the reporting thresholds for 2014 as required by the H-S-R Act. The interlocking directorate thresholds under Section 8 of the Clayton Act have also been adjusted. The adjustments will become...more

FTC Announces Revised Thresholds for Interlocking Directorates

The Federal Trade Commission has announced revised thresholds for interlocking directorates required under Section 8 of the Clayton Act (15 U.S.C. § 19(a)(5)). The revised thresholds took effect January 23, 2014....more

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