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Antitrust Agencies’ Health Care RFI Signals Increased Scrutiny of PE Deals

On March 5, the Federal Trade Commission (FTC), U.S. Department of Justice’s Antitrust Division (DOJ), and Department of Health and Human Services (HHS) jointly issued a Request for Information on Consolidation in Health Care...more

Fiscal Year 2022 Hart-Scott-Rodino Annual Report Provides Data on Antitrust Merger Enforcement for First Full Fiscal Year of Biden...

The Federal Trade Commission (FTC) and the Department of Justice Antitrust Division (DOJ) on December 21, 2023, released the FY 2022 HSR Annual Report (the Report). The Report covers the period October 1, 2021, through...more

The Antitrust Agencies’ New Roadmap for How They Will Analyze M&A Deals

On July 19, the Federal Trade Commission (FTC) and the U.S. Department of Justice Antitrust Division (DOJ) (collectively, the Agencies) released the long-anticipated updated draft Merger Guidelines1 (the Guidelines) for a...more

Is It Still Safe To Exchange Wage and Other Compensation-Related Information?

Since the mid-1990s, human resource (HR) professionals (and those advising them) have relied on the Department of Justice (DOJ) and Federal Trade Commission’s (FTC) “antitrust safety zone” articulated in Statement 6 of the...more

Federal Trade Commission Announces 2023 HSR Thresholds and Implementation of Revised Filing Fees

The Federal Trade Commission (FTC) has announced new, higher premerger notification thresholds. The new minimum size-of-transaction threshold will be $111.4 million. The FTC simultaneously announced implementation of the...more

FTC Proposes to Ban Employee Noncompete Agreements – January 31, 2023 Update

Updated as of January 31, 2023- The Federal Trade Commission (“FTC”) proposed a rule (the “Proposed Rule”) that would prohibit companies from imposing post-employment noncompete agreements. If enacted, the Proposed Rule...more

FTC Proposes to Ban Employee Noncompete Agreements

On January 5, 2023, the Federal Trade Commission (“FTC”) proposed a rule (the “Proposed Rule”) that would prohibit companies from imposing post-employment noncompete agreements. If enacted, the Proposed Rule would bar...more

Western Sanctions Targeting Russia Increase Business Risks for Companies

Companies doing business in or with Russia or Russian companies should carefully assess the impact of the new sanctions on their operations and activities and review their compliance procedures. This includes ensuring that...more

Antitrust Agencies Seek Public Comment To Shape Future Merger Guidelines

On January 18, the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ, and together with the FTC, Antitrust Agencies) announced that they are “seek[ing] public comment on how the...more

Federal Trade Commission Announces Higher 2022 HSR Thresholds

The Federal Trade Commission has announced new, nearly 10 percent higher premerger notification thresholds that will take effect February 23, 2022, and thus apply to transactions closing on or after that date. The new minimum...more

Maintaining Privilege For Corporate Executives’ Communications With Company Counsel: Lessons Learned From Elizabeth Holmes’ Trial

A recent court decision serves as an important reminder that attorney-client privilege may not apply to communications between an executive and a company’s counsel during the course of an investigation unless individual...more

FTC's Drop Of Illumina-Grail Merger Case Raises Uncertainty

A federal judge recently dismissed the Federal Trade Commission's challenge of Illumina Inc.'s acquisition of Grail Inc., a cancer-screening firm started and spun off years earlier by Illumina itself. A victory for the...more

Refunds Of Some Section 301 Chinese Duties May Be Available

The litigation filed last fall challenging the legitimacy of the United States Trade Representative’s (USTR) decision to issue the List 3 and List 4 China 301 tariffs is moving forward, but companies paying these duties may...more

Federal Trade Commission Announces Slightly Lower 2021 HSR Thresholds

The Federal Trade Commission has announced new, slightly lower premerger notification thresholds that will take effect March 4, 2021, and thus apply to transactions closing on or after that date. The new minimum...more

Agreeing With A Competitor To Fix Employee Wages Will Get You Indicted. Agreeing Not To Solicit Each Other’s Employees Might Also.

Within the past month, the Department of Justice Antitrust Division (the Division), in two separate matters, indicted a former owner of a health care staffing company for participating in a conspiracy to fix prices by...more

When Opportunity Knocks, Open The Door! Why Your Competitor's Deal May Be Your Next Opportunity

In the final weeks of 2020, opportunity knocked for Sazerac Company, Inc (Sazerac), Precept Brands LLC (Precept), and Vie-Del Company (Vie-Del) and each opened the door. After a 20-month investigation that found E. & J....more

Sometimes Confession Is Good For The Soul, But Only If You’re The First To Confess!

No matter how novel a scheme about “coordinating” with competitors to instill “discipline” in the market may seem, odds are that the antitrust enforcers have seen it before and eventually will prosecute it. Take the recent...more

DOJ Issues New Guidance On Its Use Of Arbitration

Last week, the Antitrust Division (Division) of the U.S. Department of Justice (Department or DOJ) issued a memorandum providing further guidance to Division attorneys and the public on the use of arbitration in civil...more

Hey Fintech: With The Antitrust Division Watching, Protect Yourself!

If you caught our last two client alerts–Hey Fintech, the Antitrust Division Is Watching You! and Hey Fintech: Watch What You Say, and Be Mindful of What Others Say on Your Behalf–then you know that the Antitrust Division has...more

Hey Fintech: Watch What You Say, And Be Mindful Of What Others Say On Your Behalf

What You Need To Know: •No matter what industry you are in, what others say on your behalf can be ripe targets for antitrust enforcers. •Consultants and bankers create “sales materials” with the same mindset as real...more

Hey Fintech, The Antitrust Division Is Watching You!

What You Need To Know: •The Antitrust Division is training its sights on fintech deals in which incumbents buy up “nascent competitors.” •If you’re on the buy-side considering a “nascent competitor” transaction, early...more

FTC Proposes New HSR Rules Exempting Certain Under-10% Investments And Aggregating Within Fund Families

The Federal Trade Commission, by a 3-2 vote along party lines, has proposed for public comment two major changes to its Hart-Scott-Rodino (HSR) Act premerger notification rules. These changes would exempt from HSR filing some...more

U.S. Government Issues Updated Sanctions Warning

On May 14, 2020, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the Department of State, and the U.S. Coast Guard issued a Sanctions Advisory for the Maritime Industry, Energy and Metals...more

Antitrust Does Not Shelter in Place During a Pandemic, Part 2: Don’t Claim the Failing Firm Defense Unless You’re Really Failing...

The Federal Trade Commission (FTC) has reminded us that the “failing firm defense” is much harder to pull off than might be imagined, and that the antitrust agencies will closely analyze all “failing company” claims even...more

U.S. Government Issues Updated Sanctions Warning to Maritime Shipping Community; Recommends Best Practices to Mitigate Risk

On May 14, 2020, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the Department of State, and the U.S. Coast Guard issued a Sanctions Advisory for the Maritime Industry, Energy and Metals...more

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