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
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)
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
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
Policy change expands the Agency’s oversight under Section 5 of the FTC Act and abandons the application of the “Rule of Reason.”...more
The Federal Trade Commission (FTC) has announced increases to the notification thresholds under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, which requires pre-merger notification of certain transactions to the FTC...more
Pandemic-induced lull in M&A activity drove down the number of reportable transactions by 21.6% in FY2020, though preliminary monthly figures for FY2021 have quickly climbed and surpassed pre-pandemic levels.
...more
On Wednesday, in a letter to U.S. Federal Trade Commission (FTC) Chair Lina Khan, U.S. President Joe Biden urged the FTC to investigate potential anticompetitive conduct in the oil and gas industry....more
Throughout his campaign and since taking office, President Biden promised to increase and expand antitrust enforcement. After months of speculation about what form this promise would take, the direction of antitrust agenda,...more
The appointment of Lina Khan as Chairperson of the Federal Trade Commission is the latest in a series of developments – including investigations, legislative proposals for overhauls large and small, and reinvigorated...more
Public input -
As we wrote a couple of months ago, antitrust authorities of the US, Canada, UK, and EU formed, in March, an international working group: the Multilateral Pharmaceutical Merger Task Force (the Task Force)....more
On April 22, in AMG Capital Management v. FTC, the Supreme Court unanimously struck down one of the Federal Trade Commission’s key enforcement tools....more
Working group’s goal is “concrete and actionable” updates to pharmaceutical merger analysis....more
The inauguration of Joe Biden as President of the United States has set in motion a number of significant policy changes. In this panel discussion, our U.S. legal and policy specialists shared their insights on what our...more
3/10/2021
/ Anti-Corruption ,
Antitrust Division ,
Antitrust Provisions ,
Biden Administration ,
Big Tech ,
CFIUS ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Federal Trade Commission (FTC) ,
Foreign Corrupt Practices Act (FCPA) ,
Foreign Investment ,
Foreign Policy ,
Investors ,
Legislative Agendas ,
Mergers ,
Portfolio Companies ,
Private Equity ,
Private Equity Firms ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
Tax Policy
HSR filing thresholds decrease for the first time in over a decade – size-of-transaction threshold to be USD92.0 million -
For the first time since 2010, the Federal Trade Commission (FTC) has announced decreases to the...more