“Merger review is about to get thornier. While the FTC and DOJ have been tightening the merger review process incrementally over the course of the Biden administration, the newly proposed HSR rule changes represent a...more
On the heels of the historic proposed changes to the Hart‑Scott‑Rodino (“HSR”) merger review process, the U.S. Department of Justice Antitrust Division and the Federal Trade Commission released the 2023 Draft Merger...more
On June 29, 2023, the Federal Trade Commission published a Notice of Proposed Rulemaking that would dramatically expand HSR reporting requirements. The historic changes fundamentally alter the HSR reporting landscape,...more
7/12/2023
/ Acquisitions ,
Antitrust Division ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Limited Partnerships ,
Mergers ,
Non-Controlling Interests ,
Notice of Proposed Rulemaking (NOPR) ,
Reporting Requirements ,
White Papers
As this year’s roundtable of enforcers demonstrated, big business is probably antitrust enforcers’ greatest fear. Spring in Washington means Cherry blossoms and antitrust. And last week, 3,700 antitrust lawyers and government...more
The FTC has announced penalties in two separate enforcement actions totaling almost $2 million for alleged violations of the HSR Act. The matters: U.S. v. Clarence L. Werner c/o Werner Enterprises, Inc.; and U.S. v. Biglari...more
2021 will be remembered in antitrust law. Not since the 1970s has there been so much chatter over the fundamental purposes of antitrust policy, or such potential for actual sea change.
Originally published in Law360 -...more
1/5/2022
/ Acquisition Agreements ,
Anti-Competitive ,
Antitrust Provisions ,
Competition ,
Consent Decrees ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
Merger Controls ,
Merger Reviews ,
Regulatory Agenda ,
Sherman Act ,
Vertical Mergers ,
Warning Letters
With a rash of changes since Chair Lina Khan took command, the Federal Trade Commission is proving the maxim that the only certainty is uncertainty.
Its new policy of issuing warning letters to deals that have...more
Primary HSR filing threshold will be raised to $84.4 million -
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As...more
1/30/2018
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Reporting Requirements ,
The Clayton Act ,
Threshold Requirements
In a move that may not have stood up under the new administration, the U.S. Department of Justice Antitrust Division settled a matter during the last days of the Obama Administration which involved allegations of...more
2/15/2017
/ Acquisition Agreements ,
Antitrust Division ,
Antitrust Provisions ,
Beneficial Owner ,
Competition ,
Department of Justice (DOJ) ,
Duke Energy ,
Enforcement Actions ,
FERC ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Premerger Notifications ,
Tolling Agreement ,
Waiting Periods
Primary HSR filing threshold will be raised to $80.8 million -
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As...more
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
10/25/2016
/ Acquisition Agreements ,
Antitrust Provisions ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Leveraged Buyout ,
Merger Agreements ,
Pre-Merger Filing Requirements ,
Reporting Requirements ,
Size of Transaction Test
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
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
4/14/2016
/ Department of Justice (DOJ) ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Halliburton ,
Hart-Scott-Rodino Act ,
Injunctions ,
Investment Management ,
Investment-Only Exemption ,
Mergers ,
Pre-Merger Filing Requirements ,
Securities and Exchange Commission (SEC) ,
Yahoo!
Primary merger filing threshold raised from $76.3 million to $78.2 million -
Last week, the FTC announced revisions to HSR Act and Clayton Act Section 8 thresholds, which it revises each January to account for inflation...more
On the heels of the FTC's recent HSR passive investor exemption enforcement action comes another reminder that HSR compliance is not always clear, and that it is not always easy. The Federal Trade Commission has announced a...more
10/2/2015
/ Broker-Dealer ,
Civil Monetary Penalty ,
Conversion ,
Corrective Actions ,
Exemptions ,
Failure-to-File ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Institutional Investors ,
Notice Requirements ,
Statutory Waiting Period
On June 9, 2015, the U.S. Court of Appeals for the D.C. Circuit, in its ruling in Pharm. Research & Mfrs. of Am. v. FTC, upheld the FTC's expansion of HSR reporting requirements for pharmaceutical companies, and solidified...more
January is a good time to take stock of compliance programs and set aside dated opinions and guidance to avoid relying on old rules, and antitrust is no exception to that. Because the FTC announces revisions to HSR Act and...more
On November 7, 2014, the Antitrust Division of the Department of Justice ("DOJ") announced that it had imposed a civil penalty of $3.8M and disgorgement of $1.15M in profits on Flakeboard America Limited (and its parent...more
11/19/2014
/ Antitrust Provisions ,
Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Disgorgement ,
Due Diligence ,
Enforcement Actions ,
Flakeboard America ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Settlement ,
Sherman Act ,
SierraPine ,
Waiting Periods
Continued strong antitrust enforcement under the Hart-Scott-Rodino Act (HSR) reminds us that HSR compliance issues can arise in unexpected places. When Berkshire Hathaway Inc. acquired voting securities of Symetra Financial...more
The Hart-Scott-Rodino Antitrust Improvements Act of 1976, commonly known as the HSR Act, requires parties to certain corporate transactions to notify the Federal Trade Commission and Department of Justice, and to observe a...more
The Hart-Scott-Rodino Antitrust Improvements Act of 1976, commonly known as the HSR Act, requires parties to certain corporate transactions to notify the Federal Trade Commission and Department of Justice, and to observe a...more