News & Analysis as of

Pre-Merger Filing Requirements

Spring cleaning: changes to affiliation provisions and filing fees for pre-merger notification

by Dentons on

Two important changes to the Competition Act (Act) merger review regime have arrived with the end of a seemingly-interminable Canadian winter. First, the Act’s affiliation provisions have been amended to apply in a more...more

Pre-Merger Information Sharing: The FTC Weighs In

by WilmerHale on

A month ago, we covered recent European competition law developments on pre-merger information sharing and “gun jumping” among merging parties. In a timely reminder that the same questions also are relevant in the United...more

Commercial Division Rejects Disclosure-Only Settlement

On February 8, 2018, Justice Shirley Werner Kornreich of the Commercial Division rejected a disclosure-only class action settlement in City Trading Fund v. Nye, 2018 BL 44689 (Sup. Ct. Feb. 08, 2018)....more

New Competition Act and Investment Canada Act Review Thresholds Announced for 2018

by Bennett Jones LLP on

On February 9, 2018, the Competition Bureau announced the 2018 size of transaction pre-merger notification threshold under the Competition Act would increase to $92 million (the 2017 threshold was $88 million). Acquisitions...more

Canadian Mergers and Acquisitions: FAQs and 2018 Trends

Our Canadian Mergers and Acquisitions: FAQs and 2018 Trends answers frequently asked questions regarding the regulation of public M&A in Canada and provides an outlook for what 2018 may hold based on significant developments...more

When Closing is Just the Beginning: Antitrust Authorities Unwinding Closed Transactions

by Goodwin on

In the last several months the United States’ federal antitrust enforcement authorities, the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ), have challenged and sought to unwind...more

National security reviews 2017: A global perspective — Canada

by White & Case LLP on

While few deals are challenged in Canada, national security reviews are becoming more common and complex - The Investment Review Division (IRD), which is part of the Ministry of Innovation, Science and Economic...more

New turnover thresholds for the prior notification of mergers (Italian)

by Dentons on

A partire dal 29 agosto 2017, si applicheranno nuove soglie di fatturato per la notifica preventiva delle operazioni di concentrazione all’Autorità Garante della Concorrenza e del Mercato (“AGCM”). Le nuove soglie sono...more

New turnover thresholds for the prior notification of mergers in Italy

by Dentons on

As of August 29, 2017, new turnover thresholds will apply for the prior notification of mergers to the Italian Competition Authority (ICA). The new thresholds have been set by Law n. 124/2017 of August 4, 2017 (Annual...more

Is the Commission Starting to Take a Tough Stance on the Enforcement of Merger Procedure?

by Shearman & Sterling LLP on

When a transaction meets the thresholds of the EU Merger Regulation, companies must notify and obtain clearance from the European Commission before implementing the transaction.[1] This means that until clearance is obtained,...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

FTC Announces Increased Hart-Scott-Rodino Thresholds - January 2017

by King & Spalding on

On January 19, 2017, the Federal Trade Commission (FTC) announced revised jurisdictional thresholds for determining whether a proposed transaction must be reported to federal authorities under the Hart-Scott-Rodino (HSR)...more

FTC Announces Increased Thresholds for HSR Premerger Notifications and Interlocking Directorates

by Snell & Wilmer on

The Federal Trade Commission (FTC) announced on January 19, 2017 the revised transaction thresholds that trigger the requirement to file a premerger notification and report form under the Hart-Scott-Rodino Antitrust...more

Further Guidance on the HSR Act Investment-Only Exemption for Seemingly “Passive” Investors Engaging with Management

Investors considering engaging with management should take note of a recent informal interpretation received from the FTC’s Premerger Notification Office (PNO) advising that certain seemingly “passive” behavior is...more

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

by Proskauer Rose LLP on

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

Provider Mergers: The Need for Early Antitrust Advice

by Baker Ober Health Law on

Given the Federal Trade Commission’s (FTC’s) aggressive antitrust enforcement program attacking provider mergers in hospital, physician, and other markets, it’s become extremely important for those considering a merger to...more

Merging Wisely: Best Practices for Structuring Successful Non-Profit Mergers

by Lane Powell PC on

A merger in the non-profit world is no less complicated than the merger of a for-profit corporation. But the metrics of success are different. Values-based organizations structured around achieving a mission—as opposed to...more

HSR Suit Between DOJ and ValueAct Offers Potential to Clarify "Investment-Only" Exemption

On April 4, 2016, the U.S. Department of Justice (DOJ) announced that it had filed a civil antitrust complaint against investment fund ValueAct Capital, alleging that ValueAct improperly relied upon the "investment-only"...more

DOJ Suit Against ValueAct Shines Spotlight on HSR Requirements for Shareholder Activists

by Latham & Watkins LLP on

Suit signals potential consequences for activist investors who rely on the HSR “solely for purposes of investment” exemption. On April 4, 2016, the U.S. Department of Justice (DOJ) sued certain ValueAct Capital entities...more

When Passive Investors Take a Stand – HSR Act Enforcement Put to the Test

by Proskauer Rose LLP on

Enforcement actions for violations of the Hart-Scott-Rodino Act (HSR) often are announced with substantial money penalties or other restrictions agreed in advance between the agency and the parties. Not so with the Department...more

Activism (Re)Defined: DOJ Files Complaint Against ValueAct for Alleged HSR Act Violation

by Shearman & Sterling LLP on

In filing a complaint and seeking $19 million of damages against ValueAct for failing to file a premerger notification and observe the statutory waiting period pursuant to the HSR Act in connection with its 2014 purchase of...more

2016 M&A Report

by WilmerHale on

Our 2016 M&A Report offers a detailed review of, and outlook for, the global M&A market. Other highlights include a comparison of deal terms in public and private acquisitions; updates on takeover defenses and public company...more

FTC Announces Revised HSR Pre-Merger Notification and Interlocking Directorate Thresholds

by Miles & Stockbridge P.C. on

The Federal Trade Commission (“FTC”) has announced revised monetary thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott Rodino Antitrust...more

Hart-Scott-Rodino Thresholds to Increase Effective February 25, 2016

by McCarter & English, LLP on

The Federal Trade Commission (“FTC”) has announced revised thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), that will go into effect on February 25, 2016. The revised...more

New Competition Act and Investment Canada Act Review Thresholds Announced For 2016

by Bennett Jones LLP on

On February 5, 2016, the Competition Bureau announced the 2016 “size of transaction” pre-merger notification threshold under the Competition Act would increase to $87 million; the 2015 threshold was $86 million. Acquisitions...more

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