Many observers viewed the FTC’s case challenging the Tapestry/Capri merger based on a relevant product market of “accessible luxury handbags” with skepticism. The market definition seemed (and still seems) gerrymandered to...more
In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are...more
The Federal Trade Commission (FTC) and the Department of Justice Antitrust Division (DOJ) on December 21, 2023, released the FY 2022 HSR Annual Report (the Report). The Report covers the period October 1, 2021, through...more
On Feb. 4, 2021, Sen. Amy Klobuchar, D-Minn., the new chair of the Senate Judiciary Subcommittee on Competition Policy, Antitrust, and Consumer Rights, introduced sweeping legislation ...more
On February 18, 2021, the Fourth Circuit affirmed the first court-ordered divestiture arising from a privately litigated merger challenge. The Court also upheld a $36 million damages award (post-trebling) in favor of the...more
The Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice released the Hart-Scott-Rodino annual report for fiscal year 2019 on July 8, 2020. For more than 40 years, the data provided in each...more
On September 3, 2020, the Department of Justice Antitrust Division (DOJ) released a Merger Remedies Manual, updating its 2004 Policy Guide to Merger Remedies. (DOJ’s 2011 Policy Guide to Merger Remedies was withdrawn by DOJ...more
The Delaware Court of Chancery’s 2016 decision in In re Trulia Stockholder Litigation sought to address the trend of meritless merger lawsuits flooding the Chancery Court. Following the decision, however, the battleground of...more
The California state legislature is currently considering a new bill that, if passed, would require California Attorney General consent and approval for a potentially broad range of mergers, acquisitions, and affiliations in...more
The Federal Trade Commission (FTC) announced on February 27 that it has filed an administrative complaint challenging the proposed merger of Jefferson Health (Jefferson) and Albert Einstein Healthcare Network (Einstein), two...more
Section 220 of the Delaware General Corporation Law affords stockholders a qualified right to inspect a corporation's books and records. A Section 220 inspection is a powerful stockholder right, and indeed, the Delaware...more
On October 29, 2019, Chancellor Andre G. Bouchard of the Delaware Court of Chancery granted partial summary judgment to a common unitholder of Regency Energy Partners LP (“Regency”) challenging a merger with an affiliate of...more
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
A federal district court has ordered a defendant in private antitrust litigation to divest a manufacturing plant following a competitor's merger challenge. Although the decision is certain to be appealed, it may embolden...more
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
In part one of this two-part series, we discussed two of four recent developments in Delaware law that reduce the liability exposure of corporate boards and controlling stockholders in merger transactions, and also benefit...more
Four recent developments in Delaware law reduce the liability exposure of corporate boards and controlling stockholders in merger transactions, and also benefit minority stockholders. Together, these developments clarify the...more
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