Sanctions for procedural merger control infringements in 2024 did not meet the lofty heights of previous years. But merging parties should not be complacent. The number of infringement decisions increased. The U.S. and China...more
Regulatory intervention levels are rising. The concerns of antitrust authorities and foreign investment (FDI) regulators are evolving and can be unpredictable. Allocation of merger control execution risk in deal documents...more
3/5/2025
/ Antitrust Division ,
Antitrust Provisions ,
Competition ,
Department of Justice (DOJ) ,
European Commission ,
Foreign Direct Investment ,
Foreign Investment ,
Merger Controls ,
Mergers ,
Regulatory Requirements ,
Risk Management ,
Sellers
Antitrust authorities killed more deals in 2024, marking a third year of rising mortality levels. Where prohibition was on the cards, many dealmakers abandoned their transactions rather than staying the course. The U.S....more
The number of deals cleared with conditions fell sharply in 2024. Many antitrust authorities remained skeptical of whether merger remedies can effectively address antitrust concerns, choosing instead to challenge and...more
Merger control and foreign investment hurdles contributed to a challenging 2024 for M&A. 2025 looks more promising, with pro-business agendas and regulatory easing in key jurisdictions expected to fuel a surge in dealmaking...more
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
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
Democratic Commissioners Swung for the Fences, but FTC Settles for Unanimous Revisions, Still Increasing Burden on Filers -
On October 10, 2024, all five Federal Trade Commission (“FTC”) Commissioners, with concurrence...more
11/13/2024
/ Antitrust Division ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
New Rules ,
Pre-Merger Filing Requirements ,
Regulatory Agenda ,
Regulatory Requirements ,
Required Forms ,
Section 8 ,
The Clayton Act
On August 5, 2024, the United States Department of Justice (“DOJ”) filed a rare[1] gun jumping[2] civil lawsuit and proposed settlement in the United States District Court for the Southern District of New York against Legends...more
8/8/2024
/ Acquisitions ,
Antitrust Division ,
Antitrust Violations ,
Civil Monetary Penalty ,
Competition ,
Department of Justice (DOJ) ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Mergers ,
Popular ,
Pre-Merger Filing Requirements ,
Regulatory Requirements ,
Settlement ,
Sherman Act
In the nearly three years since President Biden took office, it has become clear that his Administration has sought to develop an “inflection point” for antitrust enforcement. Speeches by new leadership at both the U.S....more
Proposed FTC and DOJ Merger Guidelines Formalize Biden Administration’s Aggressive Vision for Merger Enforcement – Top Ten Takeaways -
When losing, some players seek to change the rules. Others seek to change the playing...more
Earlier this week, the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Agencies”) announced proposed changes to the premerger notification process that mark the most...more
The new Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) thresholds will go into effect on February 27, 2023 and will apply to all transactions closing on or after that date. As previewed in...more
1/26/2023
/ Antitrust Division ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
On December 29, 2022, President Biden signed into law The Consolidated Appropriations Act of 2023 also known as The Omnibus Funding Bill (the “Bill”). The Bill includes the Merger Filing Fee Modernization Act which provides...more
On January 21, 2022, the U.S. Federal Trade Commission (FTC) announced the annual changes to the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The official publication is...more
On Monday, October 25, 2021, the Federal Trade Commission (FTC) voted along party lines to approve (3-2 with Commissioner Phillips and Commissioner Wilson dissenting) a new Prior Approval Policy Statement (Prior Approval...more
The U.S. Federal Trade Commission (FTC) and U.S. Department of Justice Antitrust Division (“DOJ” and collectively, the “Agencies”) recently proposed changes to two aspects of the Hart-Scott-Rodino Act (“HSR Act”). The...more
The U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC) (collectively, “Agencies”) released the final version of the Vertical Merger Guidelines (“Vertical Guidelines”) on June 30, 2020. The new Vertical...more
- US Agencies Encourage COVID-19-Related Collaboration
- Practical Tips for Information Sharing & Document Creation
- Possible Delays to US Merger Approvals
The ongoing COVID-19 outbreak has, at least temporarily,...more
On January 28, 2020, the U.S. Federal Trade Commission (FTC) announced the annual changes to the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The new size of transaction...more
1/29/2020
/ Acquisitions ,
Antitrust Division ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
On Friday, the Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) released joint draft Vertical Merger Guidelines (“Guidelines”) for public comment. This much anticipated...more
1/14/2020
/ Anti-Competitive ,
Anticompetitive Behavior ,
Antitrust Provisions ,
Comment Period ,
Competition ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Draft Guidance ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Merger Controls ,
Mergers ,
Public Comment ,
Regulatory Agenda ,
Rulemaking Process ,
Vertical Mergers
Welcome to the 2019 Shearman & Sterling Antitrust Annual Report.
Our seventh edition focuses on the contrasting use by regulators of antitrust laws with respect to the FANGs, and how antitrust is being enforced in the U.S....more
7/24/2019
/ Acquisitions ,
Antitrust Investigations ,
Antitrust Litigation ,
Competition ,
Competition Authorities ,
Corporate Counsel ,
Criminal Liability ,
Department of Justice (DOJ) ,
Digital Marketplace ,
Digital Media ,
Enforcement Actions ,
EU ,
Extraterritoriality Rules ,
Federal Trade Commission (FTC) ,
FinTech ,
Hiring & Firing ,
Leniency Programs ,
Merger Controls ,
Mergers ,
No-Poaching ,
Recruitment Policies ,
State Aid ,
Trump Administration ,
UK Brexit
The Antitrust Division of the U.S. Department of Justice (Division) finally will consider the existence of effective antitrust compliance programs at the charging stage of criminal antitrust investigations, opening up the...more
7/15/2019
/ Antitrust Division ,
Antitrust Provisions ,
Antitrust Violations ,
Cartels ,
Competition ,
Cooperation Initiative ,
Criminal Prosecution ,
Deferred Prosecution Agreements ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Investigations ,
Libor ,
New Guidance ,
Price-Fixing
The U.S. Federal Trade Commission (FTC) has revised, and once again raised, the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The new HSR Act thresholds were published in...more
3/4/2019
/ Acquisitions ,
Antitrust Division ,
Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
A senior executive of a public company has agreed to pay $609,810 in civil penalties for acquiring additional voting securities in the company without first making a Hart-Scott-Rodino Act filing and observing the statutory...more