News & Analysis as of September 21, 2024

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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 -

DOJ Hits Venue Services Group With $3.5 Million HSR Gun-Jumping Penalty

Cooley LLP on 9/17/2024

The US Department of Justice (DOJ) filed a complaint and proposed consent decree alleging that Legends Hospitality Parent Holdings prematurely acquired beneficial ownership – often referred to as “gun jumping” – in connection...more

States Want in on the Merger Review Fun

McDermott Will & Emery on 8/9/2024

While they have long taken a back seat to federal merger reviews, US states are becoming increasingly involved in merger reviews, including potentially requiring premerger notifications on a broad scale. On July 24, 2024, the...more

The Next Chapter in the Serial: U.S. Antitrust Agencies Heighten Focus on Roll-Up Strategies

Wilson Sonsini Goodrich & Rosati on 5/30/2024

Serial acquisitions and roll-up strategies are facing intense scrutiny as the Federal Trade Commission (FTC) and the U.S. Department of Justice’s (DOJ) Antitrust Division request public comment on how these types of...more

Antitrust Enforcement Mid-Year 2023 Review

Cadwalader, Wickersham & Taft LLP on 7/28/2023

The year 2023 is proving to be a milestone year for antitrust enforcement. Less so for novel cases and investigations and more so for the generational changes being proposed by the enforcement authorities for merger...more

HSR Act Update – Dramatic Proposed ‎Changes to ‎HSR Filing Preparation and Review Process Will ‎Impact Deal Timing and Expense

Locke Lord LLP on 7/3/2023

On June 27, 2023, the Federal Trade Commission (“FTC”), with the collaboration and concurrence of the Department of Justice’s Antitrust Division, issued a Notice of Proposed Rulemaking proposing dramatic amendments to the...more

U.S. Antitrust Changes Signed Into Law

A&O Shearman on 1/6/2023

The Consolidated Appropriations Act of 2023 includes significant changes affecting large M&A transactions and deals involving certain foreign entities. The Act would also give state attorneys general additional control over...more

DOJ Launches Enforcement Initiative Against “Interlocking Directorates”

Wilson Sonsini Goodrich & Rosati on 9/23/2022

In what appears to be a significant expansion of its antitrust enforcement efforts, the U.S. Department of Justice (DOJ) issued letters to multiple public companies, investors, and individuals this week, stating it may bring...more

Antitrust in focus September 2021

A&O Shearman on 9/24/2021

This newsletter is a summary of the antitrust developments we think are most interesting to your business. Marinus Winters, Counsel based in Amsterdam, is our editor this month. He has selected...more

A welcome update from the U.S. antitrust agencies regarding merger review process

Hogan Lovells on 4/7/2020

Last week, the U.S. antitrust agencies announced two important updates affecting their review of transactions: 1. The Federal Trade Commission (FTC)announced that effective 30 March 2020 the U.S. antitrust agencies will...more

Antitrust Merger Reviews in the Time of COVID-19: How the Pandemic Is (and Is Not) Affecting Process and Timing

Dechert LLP on 4/1/2020

The global COVID-19 pandemic has changed how merger enforcement regimes around the world are currently reviewing proposed transactions. Two weeks into the new environment, we now have a body of experience from which to assess...more

2019 Antitrust Year in Review

Wilson Sonsini Goodrich & Rosati on 1/15/2020

Wilson Sonsini Goodrich & Rosati (Wilson Sonsini) is pleased to present its 2019 Antitrust Year in Review, which summarizes the most significant antitrust matters and developments of the past year. Over the past few years,...more

The FTC Explains How It Determines Whether a Transaction Is Structured for the Purpose of Avoiding the Hart-Scott-Rodino Antitrust...

Epstein Becker & Green on 12/5/2019

How a transaction gets structured raises a multitude of issues, including whether the transaction might be reportable under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”). Structuring a transaction for the purpose...more

Antitrust Pitfalls: FTC Orders Unwinding of Two-Year-Old Acquisition

Seyfarth Shaw LLP on 11/21/2019

In a unanimous Opinion and Final Order issued on November 1, 2019, the Federal Trade Commission (“FTC”) upheld an administrative law judge’s determination that the acquisition by one leading US supplier of lower-limb...more

Buyer Beware: FTC Orders Unwinding of a Consummated Transaction

Cadwalader, Wickersham & Taft LLP on 11/8/2019

What happened? On November 6, 2019, the Federal Trade Commission (“FTC”) voted 5-0 to uphold Administrative Law Judge D. Michael Chappell’s initial decision that Otto Bock HealthCare GmbH’s (“Otto Bock”) acquisition of rival...more

DOJ Merger Challenge Makes Unprecedented Use of Arbitration to Determine Market Definition

Jones Day on 9/12/2019

The Situation:The U.S. Department of Justice ("DOJ") has sued to block a proposed acquisition of Aleris Corporation by Novelis Inc. In an unprecedented move, the parties and DOJ agreed to refer the "dispositive" issue of...more

$5 Million Penalty Underscores Importance of Antitrust Compliance in M&A Transactions

Ballard Spahr LLP on 6/12/2019

The Federal Trade Commission (FTC) announced yesterday that Canon Inc. and Toshiba Corporation agreed to pay a $2.5 million fine each to settle charges that the two companies violated the Hart-Scott-Rodino Act by failing to...more

Antitrust M&A Snapshot - May 2019

McDermott Will & Emery on 5/14/2019

UNITED STATES: JANUARY - MARCH 2019 UPDATE - In the first quarter of 2019, vertical merger enforcement continued to be a hot topic for the US antitrust agencies. The Court of Appeals upheld the district court’s decision in...more

Antitrust M&A Snapshot: July – December 2017 Update

McDermott Will & Emery on 3/15/2018

United States: July – December 2017 Update - Although delays in antitrust appointments continued throughout the second half of 2017, the Federal Trade Commission (FTC) and Department of Justice (DOJ) continued to actively...more

M&A Corporate Buyer Beware: More Antitrust Challenges to Closed Deals

Perkins Coie on 3/6/2018

Despite widespread skepticism that antitrust enforcement would be a Trump administration priority, activity has not lessened. In fact, there has been a substantial increase in challenges to mergers and acquisitions that...more

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

Latham & Watkins LLP on 10/2/2017

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

"FTC and DOJ Announce HSR-Related Changes"

Skadden, Arps, Slate, Meagher & Flom LLP on 12/1/2016

On November 28, 2016, the Premerger Notification Office of the Federal Trade Commission (PNO) and the Antitrust Division of the Department of Justice (DOJ) both announced potentially important changes in the way the agencies...more

FTC Reverses Prior Position – Buyers Must Now Count All New Debt as Part of the Transaction Size for HSR Purposes

Proskauer Rose LLP on 10/25/2016

The Federal Trade Commission's Premerger Notification Office has expanded the Hart-Scott-Rodino (HSR) reporting requirements for certain leveraged buyouts. M&A practitioners generally are familiar with the HSR premerger...more

A Cautionary Tale on Gun-Jumping: The Antitrust Division Expands its Use of Disgorgement in Enforcement of Civil Antitrust

Troutman Pepper on 11/12/2014

The success of a merger or acquisition often largely depends on pre-closing planning and the rapid integration of the merged entities or acquired assets. In any transaction, the need for planning and speed create certain...more

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