The Federal Trade Commission (FTC) recently announced that the reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 (the Act), will be increased....more
1/26/2022
/ Acquisitions ,
Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Reporting Requirements ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
On October 25, 2021, the U.S. Federal Trade Commission (FTC) released its “Statement on Use of Prior Approval Provisions in Merger Orders” (the Statement). The Statement announces two material changes in the agency’s merger...more
The U.S. Federal Trade Commission (FTC) recently announced reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 (the Act), will decrease. The Act...more
3/12/2021
/ Acquisitions ,
Antitrust Provisions ,
Civil Monetary Penalty ,
Compliance ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Joint Venture ,
Publicly-Traded Companies ,
Reporting Requirements ,
Section 8 ,
Termination ,
The Clayton Act ,
Threshold Requirements
Last week, the Federal Trade Commission (FTC) approved its Commission Report on Hearings on Competition and Consumer Protection in the 21st Century. The report is based on testimony from the March 2019 “The FTC’s Role in a...more
The economic damage attendant to COVID-19 has already resulted in a substantial increase in bankruptcies. Acquisitions through U.S. bankruptcy courts are not exempt from challenge by government antitrust enforcers or private...more
The Hart-Scott-Rodino Annual Report Fiscal Year 2019, published July 8, 2020, by the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ), summarizes FTC and DOJ actions conducted under the...more
The U.S. Department of Justice and Federal Trade Commission on June 30, 2020, published in final form the agencies’ Vertical Merger Guidelines (Vertical Guidelines). They are designed to increase the transparency of the...more
COVID-19 has financially stressed the U.S. healthcare system in several ways. In many cities, hospitals have needed to add healthcare capacity (especially ICU beds) to serve rapidly increasing numbers of COVID-19 patients. At...more
The U.S. Department of Justice (DOJ) recently prevailed in its challenge of Novelis’ proposed merger with Aleris Corporation. The challenge involved a first-of-its kind use of arbitration under the Administrative Dispute...more
Due to the developing coronavirus (COVID-19) pandemic, the Federal Trade Commission (FTC) has implemented a temporary e-filing system for the submission of filings under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act...more
Schick, the shaving product company, recently announced it was abandoning its proposed $1.4 billion acquisition of rival startup Harry’s Razors. The announcement followed the U.S. Federal Trade Commission’s (FTC) threat to...more
2/28/2020
/ Acquisitions ,
Blocked Mergers ,
Competition ,
Contract Terms ,
Department of Justice (DOJ) ,
Divestiture ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
Merger Reviews ,
Mergers ,
Reasonable Best Efforts
The Federal Trade Commission (FTC) announced on January 28, 2020, the reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 (the Act), will be...more
1/31/2020
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Popular ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
The U.S. Department of Justice and U.S. Federal Trade Commission published proposed vertical merger guidelines (vertical guidelines) on January 10, 2020. These are designed to increase the transparency of the agencies'...more
1/22/2020
/ Acquisitions ,
Anti-Competitive ,
Antitrust Division ,
Comment Period ,
Competition ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Merger Controls ,
Mergers ,
New Guidance ,
Public Comment ,
Safe Harbors ,
Supply Chain ,
Vertical Mergers
The U.S. Department of Justice (DOJ) announced earlier this month that Canon and Toshiba agreed to each pay $2.5 million to settle allegations that they schemed to avoid complying with Hart-Scott-Rodino Act (HSR) antitrust...more
The Federal Trade Commission (FTC) announced on February 15, 2019, the reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 (the Act), will be...more
3/5/2019
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
The Hart-Scott-Rodino Annual Report Fiscal Year 2017, published earlier this year by the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ), summarizes FTC and DOJ actions conducted under the...more
Following a six-week trial, federal Judge Richard Leon of the U.S. District Court for the District of Columbia recently approved AT&T’s 85-billion-dollar acquisition of Time Warner Inc. AT&T Inc. (along with its subsidiary,...more
The U.S. Department of Justice (DoJ) filed a complaint recently alleging that competing railroad equipment manufacturers Knorr-Bremse AG, Westinghouse Air Brake Technologies Corporation (Wabtec) and Faiveley Transport S.A....more
4/30/2018
/ Competition ,
Consent Decrees ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Employer Liability Issues ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Hiring & Firing ,
Mergers ,
No-Poaching ,
Wage and Hour ,
Wage-Fixing
The Federal Trade Commission, through its blog, last week cautioned against the pre-closing exchange of competitively sensitive information—especially current (and future) prices, strategic plans and costs.
While...more
3/29/2018
/ Acquisitions ,
CEOs ,
Federal Trade Commission (FTC) ,
Foreign Acquisitions ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Mergers ,
Notification Requirements ,
Premerger Notifications ,
Sherman Act ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
Despite widespread skepticism that antitrust enforcement would be a Trump administration priority, activity has not lessened. In fact, there has been a substantial increase in challenges to mergers and acquisitions that...more
3/6/2018
/ Acquisitions ,
Antitrust Provisions ,
Competition ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Reporting Requirements ,
The Clayton Act ,
Threshold Requirements
The Federal Trade Commission (FTC) last week announced that the reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 (the Act), will be increased....more
1/31/2018
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Premerger Notifications ,
Reporting Requirements ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
The Hart-Scott-Rodino Annual Report Fiscal Year 2016 , published last year 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...more
1/29/2018
/ Acquisitions ,
Antitrust Provisions ,
Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Failure-to-File ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Qualified Restricted Stock Units (RSUs) ,
Reporting Requirements ,
Stock Options
The American Bar Association’s 65th Antitrust Law Spring Meeting held at the end of March included a number of sessions with representatives from federal and state antitrust enforcement agencies. In the first article in a...more
4/11/2017
/ Acquisitions ,
American Bar Association (ABA) ,
Antitrust Division ,
Discovery ,
Divestiture ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Hospital Mergers ,
Joint Venture ,
Mergers ,
Pharmaceutical Industry ,
Private Equity ,
Sherman Act ,
The Clayton Act ,
Unfair Competition
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
The past year has seen some significant and interesting challenges brought by the federal antitrust agencies in the merger space. There has been evidence for years of the agencies’ aggressive willingness to litigate. And...more
1/6/2017
/ Anthem Insurance ,
Antitrust Division ,
Antitrust Provisions ,
CIGNA ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Health Insurance ,
Horizontal Mergers ,
Mergers ,
Sysco ,
Trump Administration ,
US Foods