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U.S. DOJ seeks rare $3.5 million “gun jumping” penalty against Legends Hospitality for pre-closing conduct in connection with its...

On August 5, 2024, the United States Department of Justice (“DOJ”) filed a rare[1] gun jumping[2] civil lawsuit and proposed settlement in the United States District Court for the Southern District of New York against Legends...more

Key antitrust findings - May 2024

This newsletter is a summary of the antitrust developments we think are most interesting to your business. David Higbee (Global Head of Antitrust) and Dominic Long (Global Deputy Head of Antitrust) are our editors this month....more

FTC Says (Almost) No More Employee Non-Competes

On April 23, 2024, the Federal Trade Commission (“FTC”) issued the Non-Compete Clause Rule (“Final Rule”). Under the Final Rule, after the effective date (120 days from publication in the Federal Register), almost all...more

2024 Increases to HSR Thresholds, Filing Fees, HSR Penalties and Interlocking Directorate Thresholds

The Federal Trade Commission (“FTC”) has announced updated filing thresholds and related filing fees under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The new HSR Act thresholds will...more

Laying a New Foundation – New FTC and DOJ Merger Guidelines Seek to Advance Biden Administration’s Aggressive Enforcement Vision

In the nearly three years since President Biden took office, it has become clear that his Administration has sought to develop an “inflection point” for antitrust enforcement. Speeches by new leadership at both the U.S....more

New Seventh Circuit Decision Brings Increased Risk for No-Hire and Non-Solicitation Clauses

On August 25, 2023, in Deslandes v. McDonald’s, the Seventh Circuit Court of Appeals vacated and remanded a district court’s dismissal of an antitrust case that challenged no-hire and non-solicitation clauses in McDonald’s...more

Field of Dreams: FTC and DOJ Seek to Build a New Playing Field for Challenging Mergers

Proposed FTC and DOJ Merger Guidelines Formalize Biden Administration’s Aggressive Vision for Merger Enforcement – Top Ten Takeaways - When losing, some players seek to change the rules. Others seek to change the playing...more

Proposed Overhaul of HSR Form Will Dramatically Increase Burden on Filers

Earlier this week, the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Agencies”) announced proposed changes to the premerger notification process that mark the most...more

Supreme Court Unanimously Allows ‘Existential’ Constitutional Challenges to SEC & FTC to Be Brought in Federal Court

On Friday, the Supreme Court held, 9-0, that two plaintiffs—Ms. Cochran and Axon Technologies—could bring their constitutional challenges against the SEC and the FTC directly in federal court, bypassing a statutorily created...more

UPDATE: FTC’s Updated Filing Fees, Increased HSR Thresholds and Increased Interlocking Directorate Thresholds for 2023

The new Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) thresholds will go into effect on February 27, 2023 and will apply to all transactions closing on or after that date. As previewed in...more

The FTC Sets its Sights on Noncompete Agreements, Launches First Major Standalone Section 5 Claims

Last week, the FTC announced two significant moves. First, the FTC brought its first major standalone Section 5 actions, targeting certain companies’ employment noncompete agreements as unfair methods of competition. The very...more

Significant US HSR Filing Fee Changes Under The Merger Filing Fee Modernization Act

On December 29, 2022, President Biden signed into law The Consolidated Appropriations Act of 2023 also known as The Omnibus Funding Bill (the “Bill”). The Bill includes the Merger Filing Fee Modernization Act which provides...more

The FTC Abandons (The Rule of) Reason

On November 10, 2022, the Federal Trade Commission (FTC) issued a policy statement (the “Policy Statement”) radically expanding the FTC’s interpretation of prohibited “unfair methods of competition” under Section 5 of the FTC...more

DOJ’s First Large Scale Crackdown on Potentially Unlawful Interlocking Directorates Led to 7 Board Resignations Across 5 Tech...

On Wednesday, October 19, 2022, the Department of Justice Antitrust Division (DOJ) announced that seven directors resigned from their board positions because of DOJ’s concerns that holding the positions violated the Clayton...more

FTC Increases HSR Thresholds in 2022

On January 21, 2022, the U.S. Federal Trade Commission (FTC) announced the annual changes to the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The official publication is...more

Back to the Future—FTC Reinstates and Broadens Prior Approval Policy for Anticompetitive Mergers

On Monday, October 25, 2021, the Federal Trade Commission (FTC) voted along party lines to approve (3-2 with Commissioner Phillips and Commissioner Wilson dissenting) a new Prior Approval Policy Statement (Prior Approval...more

Proposed HSR Rules Affect Investment Firms/Master Limited Partnerships and Minority Acquisitions

The U.S. Federal Trade Commission (FTC) and U.S. Department of Justice Antitrust Division (“DOJ” and collectively, the “Agencies”) recently proposed changes to two aspects of the Hart-Scott-Rodino Act (“HSR Act”). The...more

Navigating Systemic Risk: Protecting Financial Institutions form Avoidable Losses

COVID-19 has acted as an accelerator, bringing into play scenarios which were previously only contingencies and making contingencies of (and requiring planning for) situations which were previously barely imaginable. The debt...more

DOJ/FTC Release Long-Awaited Vertical Merger Guidelines

The U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC) (collectively, “Agencies”) released the final version of the Vertical Merger Guidelines (“Vertical Guidelines”) on June 30, 2020. The new Vertical...more

Update — Antitrust and COVID-19

- US Agencies Encourage COVID-19-Related Collaboration - Practical Tips for Information Sharing & Document Creation - Possible Delays to US Merger Approvals The ongoing COVID-19 outbreak has, at least temporarily,...more

FTC Increases HSR Thresholds Effective February 27, 2020

On January 28, 2020, the U.S. Federal Trade Commission (FTC) announced the annual changes to the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The new size of transaction...more

Five Key Aspects of the Long-Awaited Revised Draft US Vertical Merger Guidelines

On Friday, the Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) released joint draft Vertical Merger Guidelines (“Guidelines”) for public comment. This much anticipated...more

Key Antitrust Enforcement Trends — 2019 Antitrust Annual Report

Welcome to the 2019 Shearman & Sterling Antitrust Annual Report. Our seventh edition focuses on the contrasting use by regulators of antitrust laws with respect to the FANGs, and how antitrust is being enforced in the U.S....more

Companies With Effective Antitrust Compliance Programs Could Get Relief From Criminal Prosecution Under New DOJ Policy

The Antitrust Division of the U.S. Department of Justice (Division) finally will consider the existence of effective antitrust compliance programs at the charging stage of criminal antitrust investigations, opening up the...more

FTC Increases HSR Thresholds Effective April 3, 2019

The U.S. Federal Trade Commission (FTC) has revised, and once again raised, the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The new HSR Act thresholds were published in...more

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