The US Department of Justice (DOJ) filed a complaint and proposed consent decree alleging that Legends Hospitality Parent Holdings prematurely acquired beneficial ownership – often referred to as “gun jumping” – in connection...more
In a subdued year for global M&A, deal-making in the life sciences industry came in waves, with a busy fourth quarter generating cautious optimism heading into 2024. While the year saw an overall decline in M&A activity (down...more
The Hart-Scott-Rodino (HSR) Act thresholds that govern which mergers & acquisitions must be reported to the US Department of Justice (DOJ) and Federal Trade Commission (FTC) will increase slightly more than 7% in February...more
As a capstone on the Biden administration’s aggressive 2023 antitrust enforcement, the Department of Justice (DOJ) and Federal Trade Commission (FTC) jointly issued revised Merger Guidelines before the holidays, replacing the...more
In the wake of major bank failures in the US, the Department of Justice (DOJ) has signaled that it plans to step up antitrust enforcement of bank mergers. In June 2023, the DOJ’s Assistant Attorney General for Antitrust...more
On July 19, 2023, the US Department of Justice and Federal Trade Commission released draft revised merger guidelines in an effort to support the Biden administration’s aggressive antitrust enforcement agenda....more
On June 27, 2023, the Federal Trade Commission (FTC) announced a proposal for a radical overhaul to the Hart-Scott-Rodino (HSR) premerger notification program that, if adopted, would dramatically increase costs, burden and...more
The Hart-Scott-Rodino (HSR) Act thresholds, which govern when acquisitions must be reported to the Department of Justice and Federal Trade Commission, will increase slightly more than 10% in February 2023. The minimum...more
On December 29, 2022, President Joe Biden signed a funding bill into law that includes provisions that significantly change the filing fees for mergers & acquisitions notifiable under the Hart-Scott-Rodino (HSR) Act.
For...more
On May 16, 2022, eight months after President Joe Biden announced his intention to nominate Alvaro Bedoya to serve as a commissioner of the Federal Trade Commission, Bedoya was sworn in. The FTC includes five commissioners –...more
To strengthen enforcement, the US Department of Justice (DOJ) and the Federal Trade Commission (FTC) are undertaking a review of the Horizontal Merger Guidelines, last revised by the Obama administration in 2010, and the...more
Basic ‘size-of-transaction’ threshold now $101 million -
The Hart-Scott-Rodino Act thresholds, which govern when mergers and acquisitions must be reported to the US Department of Justice and Federal Trade Commission, will...more
On July 9, President Joe Biden issued an executive order on “Promoting Competition in the American Economy.” With 72 initiatives and directives by more than a dozen federal agencies, the order seeks to aggressively “reduce...more
Parties to transactions requiring filings under the Hart-Scott-Rodino (HSR) Act are already facing considerable headwinds from US President Joe Biden’s antitrust enforcement agencies on important substantive and procedural...more
Baseline HSR threshold now $92 million The Hart-Scott-Rodino Act requires that parties to certain transactions, including mergers and acquisitions, acquisitions of voting securities, and assets and minority investments, file...more
2/2/2021
/ Acquisitions ,
Antitrust Division ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
Covid-19 has made 2020 into a year like no other with ‘stay at home’ orders and working from home the new normal. Nonetheless, the tech and pharma industries continued to attract immense antitrust scrutiny, with daily reports...more
The US Federal Trade Commission and Department of Justice announced proposed changes to the rules governing Hart-Scott-Rodino (HSR) filings that, if implemented, would significantly increase the number of transactions that...more
The US Department of Justice Antitrust Division issued a new Merger Remedies Manual on September 3 clarifying the analytical framework the Trump administration’s DOJ is using to evaluate remedies that may address competitive...more
Reaction to recent trial losses; focus of enforcement will remain on mergers between competitors -
On June 30, the US Department of Justice and the Federal Trade Commission published new Vertical Merger Guidelines...more
Antitrust FAQs for Merging Parties -
What modifications have the FTC and DOJ made for transactions reportable under the Hart-Scott-Rodino Act? Will timing to receive HSR clearance be impacted?...more
Basic threshold $94 million effective February 27 -
Filing thresholds under the Hart-Scott-Rodino Act will increase 4.4%, effective February 27, 2020, based on the change in the US gross national product during 2019. The...more
1/30/2020
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
As 2019 kicks off, the Cooley antitrust group highlights 10 recent developments and trends corporate counsel should be aware of – from the US Supreme Court and lower courts, the Department of Justice and Federal Trade...more
1/10/2019
/ Antitrust Division ,
Antitrust Litigation ,
Antitrust Provisions ,
Antitrust Violations ,
Competition ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
FRAND ,
Mergers ,
Patents ,
Popular ,
Sherman Act ,
The Clayton Act ,
UK Brexit
High-tech antitrust enforcement is at the top of the Trump administration antitrust enforcement agenda, including challenges to mergers affecting technology platforms and the pharma and life sciences industries. Statements by...more
What’s on tap for 2018 M&A? A recap of 2017 trends and the Cooley outlook on this year’s dealmaking: -
Buying Innovation: Retention and Non-Competes. For both old-line companies and tech giants, innovation is the name of...more
2/9/2018
/ Acquisitions ,
Appraisal ,
Appraisal Rights ,
CFIUS ,
Department of Justice (DOJ) ,
Hart-Scott-Rodino Act ,
Innovation ,
Life Sciences ,
Mergers ,
Size of Persons Test ,
Size of Transaction Test
On January 19, 2017, the Federal Trade Commission announced its annual revisions to the Hart-Scott-Rodino Act ("HSR") jurisdictional thresholds, increasing key thresholds approximately 3.3% to reflect changes in the gross...more
1/25/2017
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Reporting Requirements ,
The Clayton Act ,
Threshold Requirements ,
Voting Securities