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The Wait is Over: DOJ and FTC Issue Final Merger Guidelines

On December 18, 2023, the Federal Trade Commission and Department of Justice (the “Agencies”) jointly issued Final Merger Guidelines, following a public comment period on the Proposed Merger Guidelines first issued in July....more

Mergers & Acquisitions Update: A Closer Look at the Impact of the FTC and DOJ’s Proposed HSR Act Filing Reform on Private Equity...

On June 27, 2023, the FTC and DOJ (together the “Agencies”) announced a notice of proposed rulemaking (“NPRM”) proposing extensive revisions to both the rules that implement the Hart-Scott-Rodino Antitrust Improvements Act...more

A Big Deal: FTC and DOJ Issue Long-Awaited New Draft Merger Guidelines

On July 19, 2023, the Federal Trade Commission and Department of Justice jointly published long-anticipated proposed merger guidelines (the “Proposed Merger Guidelines”), which had been expected since President Biden issued...more

Notice of Proposed Rulemaking: FTC Proposes to Redesign and Dramatically Expand the Scope of the HSR Act Filing Process

The FTC announced today a notice of proposed rulemaking (“NPRM”) proposing extensive revisions to both the rules that implement the Hart-Scott-Rodino Antitrust Improvements Act (the “Act” or “HSR Act”), and the Premerger...more

Negative Option Practices Under Increased Scrutiny in the US

Retailers and service providers with US business operations should take note: the Federal Trade Commission (FTC) is increasing its scrutiny of negative option marketing activity to combat unfair or deceptive practices related...more

A Blast from the Past: FTC Bringing Back Enforcement of Robinson-Patman Act

According to people with knowledge of the matter, the Federal Trade Commission is conducting a preliminary investigation of Coca-Cola and PepsiCo to determine whether their pricing practices in the soft drink market segment...more

New Law Substantially Increases HSR Filing Fees for Large Transactions

On Dec. 29, 2022, President Biden signed into law H.R. 2617, the “Consolidated Appropriations Act, 2023.” Included within H.R. 2617 is The Merger Filing Fee...more

FTC Policy Statement on the Scope of Unfair Methods of Competition – A Broad But Vague Warning

On November 10, 2022, the Federal Trade Commission issued its “Policy Statement Regarding the Scope of Unfair Methods of Competition Under Section 5 of the Federal Trade Commission Act.” The Statement replaces prior guidance...more

DOJ Sues to Block Merger Between Booz Allen Hamilton and EverWatch Based on Antitrust Concerns Relating to Single-Contract Market

The Department of Justice recently filed a complaint to prevent Booz Allen Hamilton’s $440 million acquisition of “agile and innovative” competitor EverWatch, Inc. Among the notable aspects of the complaint is its definition...more

Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced (Update)

On January 24, 2022, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The filing thresholds are revised annually, based on...more

Back to the “Good Old Days”: FTC Announces Return to Prior Merger Approval Regime

FTC announces that its merger enforcement orders will once again require prior approval before the subject firm can make a future acquisition affecting any relevant market for which a violation was alleged. On October 25,...more

HSR Practice Alert – FTC is Making Changes to Respond to the “Massive Surge” in HSR Filings

Yesterday, the FTC announced certain changes in response to the continuing “massive surge” in HSR filings. See Reforming the Pre-Filing Process for Companies Considering Consolidation and a Change in the Treatment of Debt |...more

FTC, Under Pressure from “Tidal Wave” of HSR Filings, To Begin Issuing Close-At-Your-Own-Risk Letters

Many have been wondering when FTC and DOJ will resume granting early termination of the HSR waiting period in deals that present no anticompetitive concerns. Early termination does not appear to be coming back anytime soon. ...more

HSR Filing Fees For Large Acquisitions May Be Increased

On May 13th, the Senate Judiciary Committee approved and sent on to the full Senate the “Merger Filing Fee Modernization Act of 2021.” The Bill, sponsored by Senators Amy Klobuchar and Chuck Grassley, and approved with...more

Is There an HSR Sea Change on the Horizon? Advance Notice

At the same time as it issued its notice of proposed rulemaking expanding the definition of “person,” the Federal Trade Commission (“FTC”) issued an advance notice of proposed rulemaking (“ANPRM”) to request information...more

Tell Me More – Antitrust Agencies to Demand More Information from Investment Funds

The Federal Trade Commission (“FTC”) recently issued a notice of proposed rulemaking to amend the premerger notification rules (the “Rules”) that implement the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR...more

DOJ Antitrust Division Releases New Merger Remedies Manual

On September 3, 2020, the DOJ’s Antitrust Division released its Merger Remedies Manual. The manual provides important guidance on what DOJ considers to be adequate solutions to addressing competitive issues in M&A deals...more

Coronavirus Sparks Changes to Premerger Notification Process at the FTC

In response to COVID-19, the FTC’s Premerger Notification Office (PNO) just announced several changes for all Hart-Scott-Rodino (HSR) filings going forward. While these changes have been described as temporary, no specific...more

Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced- Update

Higher Thresholds For HSR Filings - On January 28, 2020, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The filing...more

Reform of Foreign Investment in the U.S.: France and Other Allied Countries Might be Exempt

The U.S. House of Representatives passed a bill on Tuesday, July 10, expanding and increasing the powers of the Committee on Foreign Investment in the United States (CFIUS). The bill is called the Foreign Investment Risk...more

Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

On January 26, 2018, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The filing thresholds are revised annually, based on...more

Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

1. Higher Thresholds For HSR Filings - On January 19, 2017, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The...more

Maximum Civil Penalties for HSR Violations to Increase to $40,000 per Day

For parties considering a merger or other transaction, the civil penalties for failing to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) are about to increase significantly. On June 29,...more

Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

Higher Thresholds For HSR Filings - On January 15, 2015, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The...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

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