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Hart-Scott-Rodino Act

The Hart-Scott Rodino Antitrust Improvements Act is a United States federal statute enacted in 1976 establishing the federal premerger notification program. Under the Act, parties contemplating mergers or... more +
The Hart-Scott Rodino Antitrust Improvements Act is a United States federal statute enacted in 1976 establishing the federal premerger notification program. Under the Act, parties contemplating mergers or acquisitions must notify the Department of Justice and the Federal Trade Commission prior to completing the transaction. Once notified, the DOJ and FTC investigate and make a determination as to whether the proposed transaction will adversely impact U.S. commerce and competition within the market. less -

Reminder: Equity Compensation May Require Personal, Individual HSR Filings

by Goodwin on

Do you receive any form of equity-based compensation? Does your company grant any form of equity-based compensation? If so, it is critical to remember that common equity-based compensation, such as option exercises,...more

DAMITT Q3 Update: Significant US Antitrust Merger Investigations and Complaints Are Down Sharply But Taking Longer

by Dechert LLP on

Fast Facts: - The number of significant merger investigations was down 25% on both a YTD and RTM basis - Only one significant investigation resulted in a complaint in 2017 YTD (two on an RTM basis), down about 80% -...more

Corporate and Financial Weekly Digest - Volume XII, Issue 38

SEC/CORPORATE - SEC Provides Regulatory Relief to Companies Impacted by Recent Hurricanes - On September 28, the Securities and Exchange Commission (SEC) announced its issuance of an order and its adoption of interim...more

FTC and DOJ Issue FY 2016 Hart-Scott-Rodino Annual Report

by Allen & Overy LLP on

The U.S. Federal Trade Commission (“FTC”) and the U.S. Department of Justice’s Antitrust Division (“DOJ”) recently issued their Hart-Scott-Rodino Annual Report for Fiscal Year 2016 (the “Report”). The key takeaways from the...more

Reminder: Equity Compensation May Require HSR Filings For Executives Of REITs Or Other Companies

by Goodwin on

Common equity-based compensation-related transactions, such as restricted stock grants, settlement of restricted stock units (RSUs), exchange of operating partnership units (OP units) and option exercises, may trigger filing...more

DOJ Challenges Consummated Transaction After HSR Clearance

by Hogan Lovells on

On September 26, the U.S. Department of Justice Antitrust Division “the Antitrust Division” filed a complaint in Delaware federal court to partially unwind Parker Hannifin Corporation's $4.3 billion acquisition of CLARCOR...more

DOJ Reminds Companies That Expiration of HSR Waiting Period Is Not Always the Antitrust Agencies' Final Say

On September 26, 2017, the Department of Justice (DOJ) filed a complaint in the U.S. District Court for the District of Delaware challenging Parker-Hannifin Corporation's (Parker's) consummated acquisition of CLARCOR, Inc....more

DOJ Challenges Completed Merger that Passed Hart-Scott-Rodino Review

by Hodgson Russ LLP on

The U.S. Department of Justice recently filed a civil antitrust lawsuit against Parker-Hannifin Corporation and Clarcor Inc., alleging that the completed merger of these entities violated U.S. antitrust laws. This suit...more

DOJ Files Unusual Suit to Unwind a Consummated Merger: 3 Lessons

by Latham & Watkins LLP on

The suit of a merger that had already cleared HSR review serves as a reminder that parties should not assume clearance confers immunity from scrutiny. Update: On September 26, 2017, the US Department of Justice’s...more

Wait, I Thought We Were Done? DOJ Challenges $4B Merger Months After HSR Filing and Expiration of the HSR Waiting Period

by WilmerHale on

Earlier this week, the Antitrust Division of the Department of Justice (DOJ) filed a lawsuit seeking to unwind Parker-Hannifin's $4.3 billion consummated acquisition of Clarcor. This is a notable challenge for two reasons. ...more

DOJ’s Challenge of Parker-Clarcor: HSR Clearance Does Not Equal Safe From DOJ Challenge

by Shearman & Sterling LLP on

On September 26, the DOJ challenged Parker-Hannifin’s $4.3-billion consummated acquisition of Clarcor, serving as a reminder that receiving HSR clearance does not immunize transactions from being challenged, even after...more

THE LATEST: Washington Attorney General Seeks Disgorgement of Profits Resulting from Two Transactions between Health System and...

by McDermott Will & Emery on

On August 31, 2017, the Attorney General of Washington filed a complaint in the United States District Court for the Western District of Washington alleging that two transactions harmed competition for healthcare on the...more

Avoiding the “Gun Jumping” Trap in Mergers and Acquisitions

by Polsinelli on

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

Who Listens When Congress Holds a Hearing on a Proposed Merger?

Last week, a Rhode Island Congressman published a letter he sent to the Chairman of the House Judiciary Committee requesting that the committee hold a hearing on the recently-announced Amazon-Whole Foods merger. This post...more

DAMITT Q2 2017 Update: Fewer Significant US Antitrust Merger Investigations but They Still Took Longer to Conclude

by Dechert LLP on

Fast Facts - The number of significant merger investigations was down slightly to 12 in 1H 2017 compared to 14 in 1H 2016, and 31 on a Rolling Twelve Months (RTM) basis compared to 36 during the prior period....more

Debt Dialogue: April 2017 - Exemptions from HSR Filing Requirements in a Bankruptcy Reorganization

The Hart-Scott-Rodino Act requires parties to an acquisition of voting securities or assets to file a report form with the Federal Trade Commission (FTC) and Department of Justice (DOJ), and to observe a waiting period before...more

Mergers and Acquisitions Takeaways From the 2017 ABA Antitrust Law Spring Meeting

by Perkins Coie on

The American Bar Association’s 65th Antitrust Law Spring Meeting held at the end of March included a number of sessions with representatives from federal and state antitrust enforcement agencies. In the first article in a...more

Federal and State Antitrust Enforcement Takeaways From the 2017 ABA Antitrust Law Spring Meeting

by Perkins Coie on

The American Bar Association’s 65th Antitrust Law Spring Meeting held at the end of March included a number of sessions with representatives from federal and state antitrust enforcement agencies. In this first of a three-part...more

THE LATEST: Losing Bidder for Pharmaceutical Triggers FTC Investigation, Fix, and $100 Million Fine in Non-HSR-Reportable...

by McDermott Will & Emery on

A private lawsuit filed by Retrophin Inc. (Retrophin), under then-CEO Martin Shkreli, likely triggered an investigation by the FTC into a consummated transaction. Both the private lawsuit and the FTC complaint resulted in...more

March Antitrust Bulletin

by McGuireWoods LLP on

FTC, DOJ Seek Comment on Proposed Changes to International Antitrust Guidelines - On Nov. 1, 2016, the Federal Trade Commission (FTC) issued a press release announcing that the FTC and the Department of Justice’s (DOJ’s)...more

M&A Update: Toehold Accumulations: Further Convergence Between Private Equity and Hedge Fund Strategies

Over the past few years, private equity funds and hedge funds have increasingly employed tactics traditionally employed by the other as part of their value maximization strategies. Underscoring this convergence has been a...more

DOJ Challenges Illegal Antitrust “Gun Jumping” In Energy Transaction

by King & Spalding on

The Department of Justice Antitrust Division recently brought a civil antitrust lawsuit against Duke Energy Corporation, alleging that the electric power generator engaged in illegal “gun jumping” by obtaining beneficial...more

New Higher Thresholds Under the Hart-Scott Rodino Antitrust Improvements Act of 1976

Certain threshold limits under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (HSR Act) will be increased. The changes will become effective on February 27, 2017. The Federal Trade Commission (FTC) is...more

Antitrust, Competition and Economic Regulation Quarterly Newsletter - Winter 2017

by Hogan Lovells on

FTC takes another look at merger remedies - On 3 February 2017, the U.S. Federal Trade Commission (“FTC”) released its Merger Remedies Study, which analyzed the success of merger remedies imposed by the FTC from 2006 to...more

Non-Reportable ≠ Non-Reviewable: Antitrust Insights for Smaller US Mergers

by Dechert LLP on

Acquisitions of U.S. companies that fall below the $80.8 million Hart-Scott-Rodino (HSR) reporting threshold may pose unique risks to buyers. Unlike HSR reportable transactions, non-reportable transactions typically do not...more

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