During antitrust review between M&A signing and closing, HSR rules restrict an acquiror from beginning to control the target's business....more
1/27/2025
/ Acquisition Agreements ,
Antitrust Provisions ,
Antitrust Violations ,
Competition ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Fines ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
Oil & Gas
The Federal Trade Commission ("FTC") unanimously issued a final rule expanding the requirements of premerger filings under the Hart-Scott-Rodino Antitrust Improvements ("HSR") Act of 1976. The HSR Act requires parties to...more
10/15/2024
/ Acquisition Agreements ,
Antitrust Provisions ,
Competition ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
Merger Controls ,
Pre-Merger Filing Requirements ,
Premerger Notifications
The Federal Trade Commission (“FTC”) and U.S. Department of Justice Antitrust Division (“DOJ”) have proposed to expand dramatically the scope and burden of preparing a merger filing in the United States. The proposed changes...more
7/26/2023
/ Acquisition Agreements ,
Antitrust Division ,
Antitrust Provisions ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
Merger Controls ,
NPRM ,
Pre-Merger Filing Requirements
This Jones Day Global Merger Control Update highlights significant recent developments and changes in merger control regimes. In this Update, we review: (i) key changes to merger regimes in Austria, Belgium, Bulgaria,...more
The lowest U.S. merger notification threshold will exceed $100 million for the first time effective February 23, 2022.
The Federal Trade Commission ("FTC") announced that the Hart-Scott-Rodino ("HSR") Act filing...more
1/27/2022
/ Antitrust Provisions ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Merger Controls ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
Merging parties in all HSR reportable transactions must observe the full 30-day waiting period before closing a deal.
On February 4, 2021, the U.S. antitrust agencies announced that they are temporarily suspending the...more
U.S. merger notification thresholds decline for just the second time; take effect on March 4, 2021.
The Federal Trade Commission ("FTC") announced that the Hart-Scott-Rodino ("HSR") Act thresholds will decrease slightly in...more
2/3/2021
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
This Jones Day Global Merger Control Update highlights significant changes in merger control regimes in 2020. In this Update, we review: (i) changes in Australia, Belgium, Botswana, Bulgaria, Ecuador, France, Germany,...more
2/1/2021
/ Acquisitions ,
Antitrust Investigations ,
Antitrust Provisions ,
Competition ,
Competition Authorities ,
Merger Controls ,
Mergers ,
New Rules ,
Notification Requirements ,
Public Comment ,
Rulemaking Process ,
Vertical Mergers
Merger control enforcement continues to surge around the world and reaches well beyond the largest and traditionally most active enforcers (e.g., United States, European Commission, China, and Brazil). Beyond these countries,...more
3/9/2020
/ Acquisitions ,
Anti-Competitive ,
Antitrust Provisions ,
Belgium ,
Chile ,
Competition ,
Competition Authorities ,
Costa Rica ,
Cross-Border Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Foreign Entities ,
French Competition Authority ,
Hart-Scott-Rodino Act ,
India ,
Indonesia ,
Ireland ,
Israel ,
Italy ,
Japan ,
Malaysia ,
Merger Controls ,
New Rules ,
Peru ,
Public Comment ,
Saudi Arabia ,
Standard of Review ,
Threshold Requirements ,
Ukraine ,
Vertical Mergers ,
Vietnam
This week, the Federal Trade Commission announced its 2020 adjustments to the Hart-Scott-Rodino ("HSR") Act thresholds. These thresholds determine which mergers and acquisitions must be reported to the federal government...more
2/6/2020
/ Acquisitions ,
Antitrust Provisions ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
On March 4, 2019, the Federal Trade Commission published in the Federal Register its 2019 adjustments to the Hart-Scott-Rodino ("HSR") Act thresholds. The adjusted thresholds take effect on April 3, and will remain in effect...more
3/7/2019
/ Acquisitions ,
Antitrust Provisions ,
Federal Trade Commission (FTC) ,
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
After eighteen months of investigation and litigation, a federal district court has rejected the Justice Department's challenge to AT&T's $108 billion acquisition of Time Warner Inc. Although the government could appeal, the...more
The Situation: The Federal Trade Commission ("FTC") recently published a blog post reminding merging parties to avoid creating antitrust liability through the exchange of competitively sensitive information during merger...more
4/27/2018
/ Acquisitions ,
Antitrust Provisions ,
Competition ,
Confidential Information ,
Contractual Safeguards ,
Department of Justice (DOJ) ,
Due Diligence ,
Federal Trade Commission (FTC) ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Information Sharing ,
Mergers ,
Sensitive Business Information ,
Sherman Act
The Situation: Previously, neither the Federal Trade Commission nor the Department of Justice has provided clear guidance on whether side letters must be submitted with filings associated with the Hart–Scott–Rodino Antitrust...more
2/1/2018
/ 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 ,
Voting Securities
The 2018 adjustments to the Hart-Scott-Rodino ("HSR") Act thresholds take effect February 28, 2018, and will remain in effect through January 2019. The thresholds, which are used to determine when a transaction triggers...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 ,
The Clayton Act ,
Threshold Requirements
This is the latest Jones Day Global Merger Control Update, which discusses recent developments in current merger regimes, as well as the emergence of new merger control regimes worldwide.
Over the past few years, merger...more
12/6/2017
/ Anti-Monopoly ,
Antitrust Provisions ,
Argentina ,
Competition Authorities ,
Corporate Governance ,
Cross-Border Transactions ,
Foreign Acquisitions ,
Foreign Corporations ,
Italy ,
Merger Controls ,
South Africa ,
South Korea ,
Tanzania ,
Threshold Requirements
This is the quarterly Jones Day Global Merger Control Update, which will discuss recent developments in existing regimes and the emergence of new merger control regimes worldwide.
In recent years, there has been a surge...more
5/31/2017
/ Acquisitions ,
Antitrust Provisions ,
Austria ,
Chile ,
Cross-Border Transactions ,
Germany ,
Hungary ,
India ,
Merger Controls ,
Mergers ,
Philippines ,
Risk Assessment ,
Threshold Requirements ,
Ukraine