Key Points -
Seven directors have resigned from the boards of five companies in response to U.S. DOJ concerns that their positions potentially violated Section 8 of the Clayton Act, 15 U.S.C. § 19, which prohibits a...more
Key Points -
Legislation passed by the United States House of Representatives would: (1) increase HSR fees for larger transactions, (2) require disclosure of economic support from certain foreign states/foreign entities...more
Key Points -
The HSR Act requires parties that meet certain transaction size and other tests to file premerger notification forms for mergers and other transactions with both the Federal Trade Commission and Department of...more
1/25/2022
/ Acquisitions ,
Antitrust Provisions ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
On Friday, July 9, 2021, President Biden issued Executive Order (EO) 14036, “Promoting Competition in the American Economy”. In the ensuing months, federal agencies have begun to implement the EO’s 72 initiatives to address...more
1/6/2022
/ Anti-Competitive ,
Antitrust Provisions ,
Biden Administration ,
Department of Health and Human Services (HHS) ,
Department of Transportation (DOT) ,
Executive Orders ,
Food Supply ,
Meat Processing Plants ,
Poultry ,
Supply Chain ,
USDA
On Monday, October 25, the Federal Trade Commission (FTC or “Commission”) issued a policy statement announcing that the Commission will require all parties that enter into a merger consent agreement to agree that the parties...more
As has been widely reported, earlier this summer, President Biden issued Executive Order (EO) 14036, “Promoting Competition in the American Economy.” The EO provides insight into how the Biden-Harris administration plans to...more
9/10/2021
/ Biden Administration ,
Biosimilars ,
Centers for Medicare & Medicaid Services (CMS) ,
CMMI ,
Competition ,
Department of Health and Human Services (HHS) ,
Executive Orders ,
Federal Trade Commission (FTC) ,
Healthcare Reform ,
Hospitals ,
Life Sciences ,
Pharmaceutical Industry
Key Takeaways -
Prior informal interpretations from the Premerger Notification Office have permitted companies to exclude debt paid off at closing from the calculation of the statutory size of transaction test, under...more
On Wednesday, July 21, the Federal Trade Commission (FTC or the “Commission”) unanimously voted to issue a new policy statement to target unlawful right to repair acts or practices that violate competition laws or Section 5...more
On Friday, July 9, 2021, President Biden issued Executive Order (EO) 14036, “Promoting Competition in the American Economy” (see recent alert here). The EO includes 72 initiatives by more than a dozen federal agencies in an...more
Key Points -
On Friday, July 9, 2021, President Biden issued EO 14036, “Promoting Competition in the American Economy.” The EO includes 72 initiatives by more than a dozen federal agencies in an aim to address competition...more
Gary Gensler, Chair of the U.S. Securities and Exchange Commission (SEC), has asked the SEC staff to consider issuing new rules that would require fund managers to disclose the criteria and underlying data used in marketing...more
On Friday, June 11, lawmakers on the House Judiciary Committee, led by Antitrust Subcommittee Chair David Cicilline (D-RI) and Ranking Member Ken Buck (R-CO), unveiled their bipartisan legislative agenda to hold Big Tech...more
Key Points -
The Merger Filing Fee Modernization Act of 2021, a bi-partisan proposal to increase Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) filing fees for the largest transactions, has passed the Senate...more
On Thursday, February 4, Senator Amy Klobuchar (D-MN), Chair of the Senate Judiciary Committee’s Subcommittee on Antitrust, Competition Policy and Consumer Rights, announced the introduction of a sweeping antitrust reform...more
Key Points Federal Trade Commission (FTC) and Department of Justice Antitrust Division (DOJ) have temporarily suspended discretionary grants of early termination of the waiting period under the Hart-Scott-Rodino (HSR)...more
2/5/2021
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
Key Points
- Until recently, the McCarran-Ferguson Act of 1954 made the “business of insurance,” including the business of health insurance, immune from federal antitrust laws.
- The Competitive Health Insurance Reform...more
Key Points
- The Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 requires parties that meet certain transaction size and other tests to file premerger notification forms with both the Federal Trade Commission...more
2/3/2021
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
On Tuesday, December 8, the House of Representatives passed S. 2258, the Criminal Antitrust Anti-Retaliation Act, by voice vote, sending the bill to President Donald Trump’s desk. The measure, which unanimously passed the...more
12/16/2020
/ ACPERA ,
Anticompetitive Behavior ,
Antitrust Violations ,
Civil Liability ,
Criminal Antitrust Anti-Retaliation Act of 2015 ,
Criminal Antitrust Litigation ,
GAO ,
Joint and Several Liability ,
Leniency Programs ,
Whistleblower Protection Policies ,
Whistleblowers
On Tuesday, December 1, Assistant Attorney General for Antitrust Makan Delrahim expressed support for tightening restrictions with respect to merger laws for dominant companies....more
12/7/2020
/ Acquisitions ,
Advanced Notice of Proposed Rulemaking (ANPRM) ,
Antitrust Division ,
Competition ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Mergers ,
Public Comment ,
The Clayton Act
- As of March 17, 2020, the FTC and DOJ will accept only electronic submissions of HSR notifications (no filings accepted March 16, 2020).
- Early termination of the HSR waiting period will not be granted for any HSR filing...more
- The Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires parties that meet certain transaction size and other tests to file premerger notification forms with both the Federal Trade Commission and Department of...more
1/28/2020
/ Acquisitions ,
Antitrust Division ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
On April 11, 2019, acting director of the Office of Management and Budget (OMB) Russell Vought announced a policy for review of federal agency rules and guidance that represents a significant change of process for issuance of...more