U.S. antitrust regulators, particularly the Federal Trade Commission, have been stepping up scrutiny of private equity investments in healthcare.
On March 5, the FTC, along with the U.S. Department of Justice and the U.S....more
8/2/2024
/ Acquisitions ,
Antitrust Provisions ,
Department of Health and Human Services (HHS) ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
FTC Act ,
Hart-Scott-Rodino Act ,
Health Care Providers ,
Healthcare ,
Investment ,
Mergers ,
Popular ,
Private Equity ,
Sherman Act ,
The Clayton Act ,
Unfair or Deceptive Trade Practices
Past long-standing chair of Proskauer’s Health Care Department, Ed Kornreich is a recognized authority on the legal, regulatory and business issues related to health care… Past long-standing chair of Proskauer’s Health Care...more
4/26/2024
/ Antitrust Provisions ,
Competition ,
Department of Health and Human Services (HHS) ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Food and Drug Administration (FDA) ,
FTC Act ,
Hart-Scott-Rodino Act ,
Healthcare ,
Robinson-Patman Act ,
Sherman Act ,
The Clayton Act
The Federal Trade Commission's Bureau of Competition and the U.S. Department of Justice Antitrust Division earlier this year released a joint statement reiterating document preservation obligations for companies and...more
4/11/2024
/ Antitrust Division ,
Antitrust Litigation ,
Department of Justice (DOJ) ,
Document Preservation Notices ,
Electronic Communications ,
Federal Trade Commission (FTC) ,
Government Investigations ,
Guidance Update ,
Hart-Scott-Rodino Act ,
Instant Messaging Apps ,
Pre-Merger Filing Requirements ,
Slack ,
Text Messages
Proskauer’s Hedge Fund Trading Guide offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also...more
The U.S. Office of the Comptroller of Currency (OCC) released a notice of proposed rulemaking (NPR) seeking to “increase the transparency of the standards that apply to the agency’s review of business combinations involving...more
2/26/2024
/ Bank Merger Act ,
Banking Sector ,
Banks ,
Financial Institutions ,
Hart-Scott-Rodino Act ,
Mergers ,
Notice of Proposed Rulemaking (NOPR) ,
OCC ,
Pre-Merger Filing Requirements ,
Proposed Rules ,
Transparency
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually in alignment with prior year economic activity. As is our annual practice, this alert identifies...more
1/30/2024
/ Acquisitions ,
Anti-Competitive ,
Antitrust Division ,
Department of Justice (DOJ) ,
Fair Market Value ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Penalties ,
Section 8 ,
The Clayton Act ,
Threshold Requirements
“Merger review is about to get thornier. While the FTC and DOJ have been tightening the merger review process incrementally over the course of the Biden administration, the newly proposed HSR rule changes represent a...more
On the heels of the historic proposed changes to the Hart‑Scott‑Rodino (“HSR”) merger review process, the U.S. Department of Justice Antitrust Division and the Federal Trade Commission released the 2023 Draft Merger...more
On June 29, 2023, the Federal Trade Commission published a Notice of Proposed Rulemaking that would dramatically expand HSR reporting requirements. The historic changes fundamentally alter the HSR reporting landscape,...more
7/12/2023
/ Acquisitions ,
Antitrust Division ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Limited Partnerships ,
Mergers ,
Non-Controlling Interests ,
Notice of Proposed Rulemaking (NOPR) ,
Reporting Requirements ,
White Papers
As this year’s roundtable of enforcers demonstrated, big business is probably antitrust enforcers’ greatest fear. Spring in Washington means Cherry blossoms and antitrust. And last week, 3,700 antitrust lawyers and government...more
Primary HSR filing threshold will be increased to $111.4 million -
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually in alignment with prior...more
Primary HSR filing threshold will be increased to $101 million -
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for prior year...more
1/27/2022
/ Antitrust Division ,
Antitrust Provisions ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
The FTC has announced penalties in two separate enforcement actions totaling almost $2 million for alleged violations of the HSR Act. The matters: U.S. v. Clarence L. Werner c/o Werner Enterprises, Inc.; and U.S. v. Biglari...more
2021 will be remembered in antitrust law. Not since the 1970s has there been so much chatter over the fundamental purposes of antitrust policy, or such potential for actual sea change.
Originally published in Law360 -...more
1/5/2022
/ Acquisition Agreements ,
Anti-Competitive ,
Antitrust Provisions ,
Competition ,
Consent Decrees ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
Merger Controls ,
Merger Reviews ,
Regulatory Agenda ,
Sherman Act ,
Vertical Mergers ,
Warning Letters
With a rash of changes since Chair Lina Khan took command, the Federal Trade Commission is proving the maxim that the only certainty is uncertainty.
Its new policy of issuing warning letters to deals that have...more
Under the Clayton Act (15 U.S. Code § 18), certain business acquisitions are prohibited where “the effect of such acquisition may be substantially to lessen competition, or to tend to create a monopoly.” Long-standing...more
6/14/2021
/ Acquisitions ,
Antitrust Provisions ,
Big Tech ,
Competition ,
FTC Act ,
Hart-Scott-Rodino Act ,
Mergers ,
Monopolization ,
Proposed Legislation ,
Technology Sector ,
The Clayton Act
Primary HSR filing threshold will be decreased to $92 million -
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As...more
2/4/2021
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
Practitioners and dealmakers have lived under the Hart-Scott-Rodino (HSR), reporting requirements for a long time and have developed a pattern and practice for assessing reporting obligations and managing compliance and risk....more
Primary HSR filing threshold will be raised to $94 million -
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As is...more
1/30/2020
/ Acquisitions ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Mergers ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
According to a complaint filed by the Department of Justice, several funds affiliated with Third Point Management failed to file and observe the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976...more
9/6/2019
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Dow Chemical ,
DuPont ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Mergers ,
Pre-Merger Filing Requirements ,
Regulatory Violations ,
Voting Securities ,
Waiting Periods
The Hart-Scott-Rodino Act and Section 8 of the Clayton Act may not receive the same level of focus and attention in the context of Hedge Fund investing as other reporting regimes, but they should. They impose a mandatory...more
3/21/2019
/ Acquisitions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
FOIA ,
Hart-Scott-Rodino Act ,
Hedge Funds ,
Mergers ,
Notice Requirements ,
Securities Exchange Act ,
Tender Offers ,
The Clayton Act
Primary HSR filing threshold will be raised to $84.4 million -
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As...more
1/30/2018
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Reporting Requirements ,
The Clayton Act ,
Threshold Requirements
In a move that may not have stood up under the new administration, the U.S. Department of Justice Antitrust Division settled a matter during the last days of the Obama Administration which involved allegations of...more
2/15/2017
/ Acquisition Agreements ,
Antitrust Division ,
Antitrust Provisions ,
Beneficial Owner ,
Competition ,
Department of Justice (DOJ) ,
Duke Energy ,
Enforcement Actions ,
FERC ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Premerger Notifications ,
Tolling Agreement ,
Waiting Periods
Primary HSR filing threshold will be raised to $80.8 million -
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As...more
The Federal Trade Commission's Premerger Notification Office has expanded the Hart-Scott-Rodino (HSR) reporting requirements for certain leveraged buyouts. M&A practitioners generally are familiar with the HSR premerger...more
10/25/2016
/ Acquisition Agreements ,
Antitrust Provisions ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Leveraged Buyout ,
Merger Agreements ,
Pre-Merger Filing Requirements ,
Reporting Requirements ,
Size of Transaction Test