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The Situation: To address a perceived enforcement gap, the European Commission ("EC") has issued guidelines expanding the types of non-reportable transactions subject to its "upward referral mechanism," which permits EU...more
The Situation: The European Commission ("EC") has released its first guidance on assessing market distortions under the Foreign Subsidies Regulation ("FSR")....more
There are five crucial areas of focus that will impact mergers, acquisitions and corporate governance going forward: New Hart Scott Rodino (HSR) rules are expected in weeks, not months....more
In this article from The Threshold, the authors recap a panel on theories of labor harm in mergers, sponsored by the Mergers and Acquisitions Committee of the American Bar Association Section of Antitrust Law....more
The California legislature is considering a bill that could severely impact the ability for private equity companies and hedge funds to operate in the California health care industry. AB 3129, introduced by Assembly Member...more
On 24 January 2024, the European Commission (“Commission”) unveiled its proposals to reform the current EU Foreign Direct Investment Screening Regulation 2019/452 (“FDI Screening Regulation”). This forms part of a wider...more
As our December 2023 Insight noted, California’s SB 184 (enacted in June 2022) and accompanying regulations contain pre-transaction notice requirements by “specified health care entities” for certain “material change...more
In fiscal year 2022, merger transactions and second requests decreased from the prior year....more
The European Commission’s (“Commission”) substantially revised Market Definition Notice (“Revised Notice”) will make it significantly easier for it to allege that mergers and other transactions (“mergers”) are likely to...more
In June 2023, the Federal Trade Commission (“FTC”) issued a proposed rule that would dramatically change, and increase the burden of, Hart-Scott-Rodino Act (the “HSR Act”) pre-merger antitrust filings. Many observers expect...more
In June 2023, the Federal Trade Commission (FTC), in conjunction with the Antitrust Division of the U.S. Department of Justice (DOJ), issued a Notice of Proposed Rulemaking to amend the premerger notification form and...more
Six months from the date of closing. That’s how long acquiring companies have under the newly announced Department of Justice (DOJ) Mergers and Acquisitions (M&A) Safe Harbor Policy to disclose misconduct discovered in the...more
The Federal Trade Commission (FTC) and Department of Justice (DOJ), Antitrust Division announced that they will hold three workshops regarding their jointly issued Draft Merger Guidelines. The first virtual workshop will be...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 June 27, 2023, the Federal Trade Commission (FTC), with the concurrence of the U.S. Department of Justice (USDOJ), released a 133-page Notice of Proposed Rulemaking (NPRM) seeking to overhaul the Hart-Scott-Rodino Act of...more
The Federal Trade Commission (“FTC”) and U.S. Department of Justice Antitrust Division (“DOJ”) have proposed to expand dramatically the scope and burden of preparing a merger filing in the United States. The proposed changes...more
On July 19, 2023, the Federal Trade Commission and Department of Justice Antitrust Division announced sweeping changes to how they review deals. The agencies published new “Merger Guidelines” that identify the competition...more
On July 19, 2023, The Federal Trade Commission and the Department of Justice (the agencies) released a draft update of the Merger Guidelines that would significantly overhaul how the agencies review mergers and acquisitions....more
Most of the provisions of the EU Foreign Subsidies Regulation (FSR) take effect on 12 July 2023. The European Commission (EC) has also now adopted its long-awaited Implementing Regulation (IR), which contains the notification...more
Summary - The Federal Trade Commission (FTC), with the concurrence of the Department of Justice Antitrust Division, published a Notice of Proposed Rulemaking (Proposed Rule) aiming to revamp the premerger notification...more
The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of Justice (DOJ)...more
On February 10, 2023, the Federal Trade Commission (FTC) and the Department of Justice (DOJ) released the 44th Hart-Scott-Rodino Annual Report, which surveys fiscal data and trends in the agencies' jointly administered...more
All companies engaged in M&A activity in the United States must plan for enhanced scrutiny from an increasingly aggressive DOJ and FTC, but non-U.S. companies, particularly Chinese companies, must also reckon with another...more
The Justice Department’s Antitrust Division continues to push its aggressive civil and criminal agenda. While the Division has lost several high-profile criminal cases in the chicken processing industry and the labor market,...more
According to Vergil, Jupiter granted imperium sine fine (rule without limit) to the yet to be birthed City of Rome . Aeneid, Book 1, line 279. As far as I know, no divinity has made a similar bequest upon the State of...more