The top enforcers at the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) are sending strong signals that private equity (PE) firms are likely to be the next target in the Biden...more
The Hart-Scott-Rodino Act (“HSR”) requires that transactions over a certain value be reported at least 30 days prior to closing to the Federal Trade Commission (“FTC”) and U.S. Department of Justice Antitrust Division (“DOJ,”...more
Earlier this week, the Department of Justice (“DOJ”) and Federal Trade Commission (“FTC”) released the long-awaited 2023 Merger Guidelines. The final guidelines are the result of nearly two years of behind-the-scenes...more
The Federal Trade Commission and the Department of Justice Antitrust Division have proposed a massive redesign of the premerger notification process—one that may increase the time to complete an HSR filing from 37 to 144...more
The most recent effort by the Biden Administration to “modernize” antitrust policy and enforcement involves withdrawing decades of guidance for the health care industry. On February 2, 2023, the U.S. Department of Justice...more
The Hart-Scott-Rodino Act (“HSR”) requires that transactions over a certain value be reported to the Federal Trade Commission (FTC) and U.S. Department of Justice Antitrust Division at least 30 days prior to closing. That...more
2/1/2023
/ Antitrust Provisions ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
New Guidance ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
On October 19, 2022, the Antitrust Division of the Department of Justice (“DOJ”) issued a press release heralding the resignation of seven directors from ten companies’ boards of directors in response to the government’s...more
11/3/2022
/ Acquisition Agreements ,
Anti-Competitive ,
Antitrust Division ,
Antitrust Provisions ,
Antitrust Violations ,
Bright-Line Rule ,
Competition ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Interlocking Directorate ,
Section 8 ,
Sherman Act ,
Spinoffs ,
The Clayton Act
In the government’s ongoing efforts to increase antitrust enforcement, Assistant Attorney General (“AAG”) Jonathan Kanter, head of the Department of Justice’s Antitrust Division (“DOJ”), opened up another front for clients to...more
On February 2, 2021, the FTC published its annual changes to the thresholds for determining whether certain transactions must be reported to FTC and DOJ under the Hart-Scott-Rodino Act before closing can occur....more
Policing hospital mergers has become a top enforcement priority among federal antitrust enforcers. In 2020 alone, the FTC sued to block three hospital transactions (Jefferson/Einstein, Methodist Le Bonheur/Tenet and...more
In welcome news for California health care facilities and providers, California SB-977, which would have required Attorney General approval for a broad range of transactions and other arrangements, did not pass in...more
The California state legislature is currently considering a new bill that, if passed, would require California Attorney General consent and approval for a potentially broad range of mergers, acquisitions, and affiliations in...more
Antitrust enforcement against physicians and hospitals is common, but criminal antitrust prosecutions of health care providers are very rare. There were none for over 50 years, between 1940 and 1990. The Antitrust Division...more
On April 23, a federal court in Rhode Island fired a warning shot over the bow of dominant health insurers across the country, holding that a refusal to negotiate in good faith with a healthcare provider that focuses...more
From the moment a merger agreement is signed, the parties are often eager to begin the process of integrating and consolidating their operations. But doing too much coordination before closing could constitute “gun...more
Becoming the target of an antitrust lawsuit is a daunting prospect for any business. Antitrust lawsuits are often time-consuming and expensive to defend, and the consequences of losing a case can be severe. Under the Sherman...more
The U.S. Department of Justice's loss to American Express sends a message to health care providers: Steering, tiering, exclusive dealing and other contractual arrangements that appear to suppress competition in one part of...more
10/19/2016
/ ACOs ,
American Express ,
Anti-Competitive ,
Anti-Steering Rules ,
Antitrust Investigations ,
Antitrust Provisions ,
Antitrust Violations ,
Credit Cards ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Financial Institutions ,
Health Insurance ,
Healthcare ,
Medicare Shared Savings Program ,
Merchants ,
Retailers ,
Unfair Competition
Consolidation in health insurance markets can injure hospitals and doctors by creating buyer-side market power that can force providers to accept below-market prices, limit patients’ access to care, and reduce innovation in...more
8/1/2016
/ Aetna ,
Anthem Blue Cross ,
Anticompetitive Behavior ,
Antitrust Provisions ,
CIGNA ,
Department of Justice (DOJ) ,
Elder Issues ,
Health Care Providers ,
Health Insurance ,
Healthcare ,
Humana ,
Insurance Industry ,
Medicare Advantage ,
Mergers ,
Monopolization
On February 25, 2015, the U.S. Supreme Court narrowed the scope of antitrust immunity for state regulatory boards whose members are active market participants in the occupation regulated by the boards. In North Carolina State...more
6/24/2015
/ Dental Practice ,
Federal Trade Commission (FTC) ,
Healthcare ,
LegalZoom ,
NC Board of Dental Examiners v FTC ,
Pain Management ,
Regulatory Standards ,
SCOTUS ,
Sherman Act ,
State Medical Board ,
Telemedicine
In reviewing mergers of healthcare providers, government antitrust enforcers have historically focused on horizontal mergers between competing providers—in particular, those that result in high market shares in a specific...more
3/18/2015
/ Antitrust Division ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Health Care Providers ,
Healthcare ,
Hospital Mergers ,
Hospitals ,
Physicians ,
Popular ,
St. Luke's
On February 18, 2015, American Express lost its court battle with the Department of Justice's Antitrust Division over the card's Non-Discrimination Provisions ("NDPs"), which prohibited merchants from steering customers to...more
On February 18, 2015, American Express lost its court battle with the Department of Justice's Antitrust Division over the card's Non-Discrimination Provisions ("NDPs"), which prohibited merchants from steering customers to...more
Healthcare providers frequently consolidate to cut costs and improve patient care. These benefits can result from sharing administrative costs such as billing and electronic recordkeeping, eliminating excess capacity, better...more
The Hart-Scott-Rodino Act ("HSR") requires that transactions over a certain value be reported to the Federal Trade Commission (FTC) and U.S. Department of Justice Antitrust Division at least 30 days prior to closing. That...more
When competing health care providers affiliate by contract, rather than by merger or acquisition, they often face the challenge of structuring their joint activities to avoid liability under § 1 of the Sherman Act, which...more