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UNITED STATES - Proposed Merger Guidelines Outline Fundamental Change of Approach to Merger Investigation and Enforcement - On July 19, 2023, the Federal Trade Commission (FTC) and the US Department of Justice (DOJ)...more
The FTC and DOJ’s proposed revised merger guidelines signal the Biden administration’s continued aggressive antitrust enforcement stance even as healthcare industry participants continue to seek to overcome the effects of...more
On May 17, 2023, the Federal Trade Commission (FTC) challenged Amgen Inc.’s (Amgen) proposed acquisition of Horizon Therapeutics plc (Horizon). The complaint is significant in three respects....more
US Regulators Pursue an Expansive View of Antitrust Laws - For almost two years, industry participants have felt the effects of the Biden administration’s “big is bad” approach to antitrust — not only in technology sectors,...more
Editor’s Note: Akin Gump is pleased to publish the first in a series of blog posts covering significant issues U.S. boards of directors may expect to face in 2022. In addition to ongoing pressures on the part of boards of...more
On October 25, 2021, the U.S. Federal Trade Commission (FTC) released its “Statement on Use of Prior Approval Provisions in Merger Orders” (the Statement). The Statement announces two material changes in the agency’s merger...more
On Monday, October 25, the Federal Trade Commission (FTC or “Commission”) issued a policy statement announcing that the Commission will require all parties that enter into a merger consent agreement to agree that the parties...more
Previously, as a member of the Republican-controlled Federal Trade Commission (“FTC”), Commissioner Rebecca Kelly Slaughter chided both the FTC Staff and her fellow Commissioners for, in her estimation, a failure to consider...more
In an acquisition, particularly an equity acquisition, a buyer must perform extensive due diligence on the target company to understand, as thoroughly as possible, the risks associated with the acquisition. In most cases,...more
Megamergers that deprive the American consumer of competition are illegal. But the urge to merge is often so strong that antitrust risks rarely prevent behemoths from the attempt. Long before parties sign deals, issue press...more
The Federal Trade Commission's Premerger Notification Office (PNO) announced that, effective Monday, March 30, the PNO and Department of Justice Antitrust Division (DOJ) will resume the practice of granting early termination...more
Schick, the shaving product company, recently announced it was abandoning its proposed $1.4 billion acquisition of rival startup Harry’s Razors. The announcement followed the U.S. Federal Trade Commission’s (FTC) threat to...more
When parties begin merger talks, it is with an eye toward getting the deal done, getting the sellers their consideration, and determining how the combined company can do a better job for customers, employees and shareholders....more
Vintage Rodeo Parent, LLC v. B. Riley Financial, Inc., C.A. No. 2018-0927-SG (Del. Ch. Mar. 14, 2019). The merger agreement at issue in this case included provisions permitting extensions or terminations to account for...more
Since the beginning of the Trump Administration, the Antitrust Division of the Department of Justice (DOJ) has captured headlines for its aggressive public stance regarding merger enforcement. Actions attracting attention...more
Recent decisions outside of the health care industry—including the defeated efforts (at least at the district court level) to block the merger of AT&T and Time Warner and the recent decision from the Second Circuit upholding...more
Fast Facts - The length of significant U.S. merger investigations climbed to an average of 10.8 months in 2017, a new DAMITT record, despite the number of investigations dropping by more than 20%. There are signs of a...more
Fast Facts - - Significant merger investigations during the first half of 2016 lasted 9.5 months on average—on par with CY2015, but more than 30 percent longer than from 2011 to 2013. - In the first half of 2016,...more
There are three U.S. antitrust laws that regulate the diligence process, transition planning, and overall conduct between parties during deal negotiations and due diligence prior to closing: Section 7A of the Clayton Act...more