The Federal Trade Commission (FTC) has announced increases to the notification thresholds and premerger filing fees under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, which requires premerger notification of...more
On January 7, 2025, the U.S. Federal Trade Commission announced a record USD5.68m civil penalty to settle alleged pre-merger coordination in violation of the HSR Act. This settlement is the largest dollar penalty that has...more
1/15/2025
/ Antitrust Litigation ,
Antitrust Violations ,
Civil Monetary Penalty ,
Competition ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Mergers ,
Oil & Gas ,
Unfair Competition
M&A practitioners anticipate a ‘Trump bump’ -
The scale of Donald Trump’s victory in the presidential election – and the fact the Republicans now have full control of Congress – has been greeted with optimism by U.S....more
12/20/2024
/ Acquisitions ,
Artificial Intelligence ,
Biden Administration ,
CFIUS ,
China ,
Competition ,
Corporate Governance ,
Department of Justice (DOJ) ,
Foreign Investment ,
Global Dealmaking ,
Global Market ,
Legislative Agendas ,
Merger Controls ,
Mergers ,
National Security ,
Securities and Exchange Commission (SEC) ,
Tariffs ,
Tax Reform ,
Trump Administration ,
US Trade Policies
Welcome to the latest edition of M&A Insights, where we bring together partners from across the A&O Shearman network to explore the themes shaping global dealmaking.
The election of Donald Trump as President is expected to...more
12/18/2024
/ Acquisitions ,
Artificial Intelligence ,
Banking Sector ,
Buyers ,
CFIUS ,
China ,
Competition ,
Corporate Governance ,
Cryptocurrency ,
EU ,
European Central Bank ,
Foreign Investment ,
Global Dealmaking ,
Global Market ,
Immigration ,
Legislative Agendas ,
Listing Standards ,
Machine Learning ,
Merger Controls ,
Mergers ,
National Security ,
Private Equity ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Sellers ,
Tariffs ,
Technology Sector ,
Trade Relations ,
Trump Administration ,
UK ,
UK Competition and Markets Authority (CMA) ,
United States ,
US Trade Policies
In our biannual M&A trends report we explore the possible impact of the new U.S. administration on dealmaking, the dynamics of transatlantic M&A, private equity exits, and Mario Draghi’s proposals to reshape the European...more
12/18/2024
/ Acquisitions ,
Artificial Intelligence ,
Banking Sector ,
Buyers ,
CFIUS ,
China ,
Competition ,
Corporate Counsel ,
Corporate Governance ,
Cryptocurrency ,
EU ,
European Central Bank ,
Foreign Investment ,
Global Dealmaking ,
Global Market ,
Immigration ,
Legislative Agendas ,
Listing Standards ,
Machine Learning ,
Merger Controls ,
Mergers ,
National Security ,
Private Equity ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Sellers ,
Tariffs ,
Technology Sector ,
Trade Relations ,
Trump Administration ,
UK ,
UK Competition and Markets Authority (CMA) ,
United States ,
US Trade Policies
Until relatively recently, private equity buyers were viewed as largely benign. Where antitrust regulators expressed concerns with private equity buyers, it was generally in the context of them being viewed as sub-optimal...more
The EU Foreign Subsidies Regulation (FSR) took effect in July 2023. It aims to regulate subsidies granted by non-EU countries to ensure that they do not distort competition in the EU internal market. For dealmakers, it is...more
2/29/2024
/ Acquisitions ,
Antitrust Division ,
EU ,
Filing Requirements ,
Foreign Subsidiaries ,
Foreign Subsidies ,
Hart-Scott-Rodino Act ,
International Trade ,
Investment ,
Investors ,
Mergers ,
Regulatory Agenda ,
Regulatory Requirements
Antitrust authorities continue to use powers to review deals that fall below merger control filing thresholds. For merging parties this means uncertainty. It is crucial that the possibility of review – including a...more
2/28/2024
/ Acquisitions ,
Anti-Competitive ,
Competition Authorities ,
EU ,
European Commission ,
European Court of Justice (ECJ) ,
Foreign Subsidiaries ,
Investment ,
Member State ,
Mergers ,
Private Equity Funds ,
Threshold Requirements
Traditionally, private equity firms were seen as benign investors from an antitrust perspective. This is changing. In the past 12 months, PE-funded acquisitions have faced progressively more rigorous scrutiny by antitrust...more
2/28/2024
/ Antitrust Division ,
Department of Justice (DOJ) ,
EU ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Investment ,
Investors ,
Merger Controls ,
Private Equity ,
Private Equity Firms ,
UK ,
UK Competition and Markets Authority (CMA)
Global deal value and volume fell again in 2023, down 33% and 18% respectively compared to 2022. This is unsurprising, given persistently tough macroeconomic conditions and geopolitical tensions. Dealmakers are also facing an...more
2/28/2024
/ Antitrust Division ,
Antitrust Provisions ,
Antitrust Violations ,
Australia ,
Competition Authorities ,
Department of Justice (DOJ) ,
Enforcement Actions ,
EU ,
Merger Controls ,
UK ,
UK Competition and Markets Authority (CMA)
The FTC revises the jurisdictional and filing fee thresholds annually based on the change in gross national product. The FTC also revises filing fees annually based on changes to the consumer price index under Division GG of...more
1/25/2024
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
The Federal Trade Commission (FTC) and the U.S. Department of Justice Antitrust Division (DOJ) (collectively, the Agencies) recently issued the Hart-Scott-Rodino Annual Report for Fiscal Year 2022 (the Report). Covering the...more
On December 22, 2023, the governor of New York State vetoed a state bill that sought to ban non-compete agreements for employees and other service providers.
The bill was passed by the New York State Legislature on June...more
The U.S. federal government is facing a possible shutdown beginning this Sunday, October 1, 2023. Congress has until September 30, which marks the end of the fiscal year, to enact appropriations for government agencies and...more
10/2/2023
/ Acquisitions ,
Antitrust Division ,
CFIUS ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Deadlines ,
Foreign Investment ,
Funding ,
Government Shutdown ,
Investment ,
Merger Controls ,
Mergers ,
U.S. Treasury
On September 21, 2023, the Federal Trade Commission (FTC) filed a groundbreaking complaint in federal court against PE fund Welsh Carson and its portfolio company, U.S. Anesthesia Partners (USAP), making good on its promise...more
9/26/2023
/ Acquisitions ,
Antitrust Division ,
Business Litigation ,
Class Action ,
Federal Trade Commission (FTC) ,
FTC Act ,
Portfolio Companies ,
Private Equity Firms ,
Private Equity Funds ,
Private Funds ,
Section 7 ,
Section 8 ,
The Clayton Act
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
7/24/2023
/ Acquisition Agreements ,
Antitrust Division ,
Antitrust Provisions ,
Competition ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Horizontal Merger Guidelines ,
Merger Agreements ,
Merger Controls ,
Regulatory Reform
As we look ahead to the second half of 2023, the outlook for M&A remains complex. In the six months to the end of June, global deal value stood at USD1.2 trillion, around one-third of last year’s annual total.
...more
On June 27, 2023, the FTC announced a notice of proposed amendments to the premerger filing requirements under the Hart-Scott-Rodino (HSR) Act....more
Key Points -
The U.S. Supreme Court held that litigants can bring constitutional challenges in federal district court against the FTC and SEC without fully exhausting administrative proceedings....more
Navigating the international foreign direct investment (FDI) landscape is becoming ever more complex. In 2022 we saw a proliferation of new FDI regimes, a stream of revisions to existing rules and unprecedented levels of...more
Antitrust authorities continued their aggressive campaign against procedural merger control infringements in 2022. A total of EUR113.8m fines were imposed in 70 decisions across the jurisdictions surveyed....more
We have collected and analysed data on merger control activity for 2022 from 26 jurisdictions. We give you the key trends and developments from the past year, focusing in particular on the EU, UK, U.S. and China.
...more
The proposed rule would prohibit employers nationwide from restricting an employee from working at another company post-employment. As drafted, the rule would have retroactive effect and require employers to rescind any...more
1/16/2023
/ Comment Period ,
Contract Terms ,
Employment Contract ,
Federal Trade Commission (FTC) ,
FTC Act ,
Non-Compete Agreements ,
Proposed Rules ,
Public Comment ,
Restrictive Covenants ,
Section 5 ,
Unfair Competition
The Consolidated Appropriations Act of 2023 includes significant changes affecting large M&A transactions and deals involving certain foreign entities. The Act would also give state attorneys general additional control over...more
Europe’s exposure to the war in Ukraine has hit its syndicated debt markets hard. The flow of funds will return – but in the meantime sponsors are pursuing ever-more complex deals to create value....more