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Securities Antitrust & Trade Regulation Mergers & Acquisitions

Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.

Update On Annual Adjustment To HSR Reporting Threshold And Recent Enforcement Actions Against Investors

by Seyfarth Shaw LLP on

The Federal Trade Commission (FTC) recently announced that the 2017 size-of-transaction threshold for reporting proposed mergers and acquisitions under Section 7A of the Clayton Act, as added by the Hart-Scott-Rodino...more

Alert: Revised 2017 Hart-Scott-Rodino Antitrust Thresholds

by Cooley LLP on

On January 19, 2017, the Federal Trade Commission announced its annual revisions to the Hart-Scott-Rodino Act ("HSR") jurisdictional thresholds, increasing key thresholds approximately 3.3% to reflect changes in the gross...more

FTC Announces Increased Thresholds for HSR Premerger Notifications and Interlocking Directorates

by Snell & Wilmer on

The Federal Trade Commission (FTC) announced on January 19, 2017 the revised transaction thresholds that trigger the requirement to file a premerger notification and report form under the Hart-Scott-Rodino Antitrust...more

FTC Announces 2017 Thresholds Under HSR Act and Clayton Act

by Proskauer Rose LLP on

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

Basic HSR Threshold to Increase to $80.8 Million

by WilmerHale on

The Federal Trade Commission (FTC) announced revised thresholds for merger notifications under the Hart-Scott-Rodino (HSR) Act. Once effective, the lowest size-of-transaction filing threshold (also known as the $50 million...more

FTC Announces 2017 Thresholds for Merger Control Filings Under the HSR Act and Interlocking Directorates Under the Clayton Act

The Federal Trade Commission (“FTC”) has announced its annual revisions to the dollar jurisdictional thresholds in Section 7A of the Clayton Act and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR...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

Antitrust Enforcers At It Again: More HSR Actions Against Individuals Announced

by Goodwin on

In a trend that is sure to continue no matter the policy leanings of the incoming Trump administration, the Federal Trade Commission (FTC) announced this week that it has obtained nearly $1 million in civil penalties for two...more

Annual HSR Merger Notification Threshold Adjustments Announced

by Pepper Hamilton LLP on

On January 19, the Federal Trade Commission (FTC) announced the annual changes to the thresholds of the Hart-Scott-Rodino Antitrust Improvements Act (the HSR Act). These thresholds are adjusted annually based on changes in...more

HSR Act Violations Continue Trend of Heightened Enforcement, Increased Fines in 2016

by Morgan Lewis on

The past year was a challenging one for investors purchasing voting securities in public corporations with respect to compliance with the Hart-Scott-Rodino Antitrust Improvements Act....more

Change in Shareholder Approval Requirements for Certain TSX-V-Listed Issuers Undertaking a Change of Business or Reverse Takeover

by Bennett Jones LLP on

On December 15, 2016, the TSX Venture Exchange (TSX-V) published amended Policy 5.2 – Changes of Business and Reverse Takeovers of the TSX Venture Exchange Corporate Finance Manual (Policy 5.2). The amendments to Policy 5.2...more

China’s MOFCOM Announces First-Ever Gun-Jumping Penalty in a Transaction Not Involving a Chinese Company

by Latham & Watkins LLP on

MOFCOM continues efforts to increase enforcement of its merger notification requirements, despite very limited penalty options. On January 4, 2016, China’s Ministry of Commerce (MOFCOM) announced that it had fined...more

Further Guidance on the HSR Act Investment-Only Exemption for Seemingly “Passive” Investors Engaging with Management

Investors considering engaging with management should take note of a recent informal interpretation received from the FTC’s Premerger Notification Office (PNO) advising that certain seemingly “passive” behavior is...more

China Simplifies Its Legal Administration of Foreign Direct Investments

In order to implement the State Counsel’s decision issued on September 3, 2016 (State Counsel’s Decision), which simplifies the original substantive review and approval process (Approval System) to a new simple filing system...more

Antitrust Updates for Private Equity Firms

by Dechert LLP on

In an era of robust merger enforcement by the U.S. antitrust agencies, opportunities abound for private equity firms to acquire divested businesses for value. These acquisitions of divested businesses are increasingly subject...more

Minority shareholdings: New competition law issues?

by Dentons on

New competition law issues with respect to minority shareholdings? A topic that recently became prominent in the competition law community and beyond is whether so-called “common ownership” may have a negative effect on...more

HSR 2015 Annual Report: Filings Up, Second Requests Down and ESO/RSU Implications

by Perkins Coie on

The Hart-Scott-Rodino Annual Report Fiscal Year 2015, published by the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ), summarizes FTC and DOJ actions conducted under the Hart-Scott-Rodino Antitrust...more

CMA Taking Increasingly Intrusive Approach To Monitoring UK Deals

by Latham & Watkins LLP on

Since its launch in April 2014, the Competition and Markets Authority (CMA) has played a crucial role in determining the outcome of some of the UK’s headline deals. Last year alone, the CMA scrutinised over 60 deals including...more

Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff...

by Dorsey & Whitney LLP on

On July 12, 2016, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions...more

ValueAct Settlement Marks Record Penalty in Heightened Agency Efforts Against HSR Act Violations

Where is the line drawn between acquisitions of securities made “solely for the purpose of investment” on one hand, and influencing control, thereby requiring regulatory approval, on the other hand? That is the central...more

Record Setting Fine for Violation of HSR Reporting Requirements

by Locke Lord LLP on

On July 12, 2016, the U.S. Department of Justice Antitrust Division (Antitrust Division) announced that it reached a settlement with ValueAct, and its related companies (ValueAct), of alleged violations of the...more

ValueAct Settles for Record HSR Fine

by Shearman & Sterling LLP on

Activist investor ValueAct Capital agreed to pay an $11 million fine and also agreed to injunctive relief to settle the DOJ’s allegations that it violated the HSR Act in connection with its acquisition of over $2.5 billion of...more

Competition News May 2016

by Dentons on

Divesture commitments in a merger operation: reminder to maintain the profitability of the transferred business - On April 19, 2016, the French Competition Authority (FCA) once again punished the failure to respect the...more

Your daily dose of financial news The Brief – 5.9.16

by Robins Kaplan LLP on

Friday’s jobs report underwhelmed, but it shouldn’t necessarily put off a June rate hike by the Fed, says the Journal, especially given the news that wages climbed last month – WSJ... Fair Game got downright monarchical...more

HSR Suit Between DOJ and ValueAct Offers Potential to Clarify "Investment-Only" Exemption

On April 4, 2016, the U.S. Department of Justice (DOJ) announced that it had filed a civil antitrust complaint against investment fund ValueAct Capital, alleging that ValueAct improperly relied upon the "investment-only"...more

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