The U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC) launched a public inquiry seeking information concerning serial acquisitions and roll-up strategies....more
After nearly two years of combined efforts from the Federal Trade Commission and the Antitrust Division of the Department of Justice, the agencies jointly issued much-anticipated merger guidelines identifying the procedures...more
The Deputy Assistant Attorney General of the Antitrust Division of the U.S. Department of Justice (DOJ), Andrew Forman, recently spoke to the American Bar Association’s Mergers and Acquisitions Committee at the Business Law...more
The Federal Trade Commission (FTC) and the Antitrust Division of the U.S. Department of Justice (DOJ) are actively considering ways to “modernize” and strengthen their merger enforcement guidelines....more
The American Hospital Association (AHA), on behalf of its nearly 5,000 members and clinician partners, recently responded to the federal antitrust agencies’ request for comments to help inform the agencies’ efforts to...more
As part of their initiative to reevaluate both the 2010 Horizontal Merger Guidelines and the 2020 Vertical Merger Guidelines (collectively, “Merger Guidelines”), the Federal Trade Commission (FTC) and U.S. Department of...more
Hospital transactions, including acquisitions and mergers, that meet Hart-Scott-Rodino (HSR) thresholds must, subject to any available exception, be reported to the Federal Trade Commission (FTC) and the Antitrust Division of...more
We’re beginning to see how mergers and acquisitions in the hospital industry are being impacted by President Biden’s executive order promoting competition in the American economy. The Federal Trade Commission recently...more
The Federal Trade Commission (FTC) has reimplemented a policy of requiring all merger enforcement orders to include the requirement that acquisitive firms obtain prior approval from the FTC before closing any future...more
On September 28, 2021, the Federal Trade Commission (FTC) issued a blog post announcing several changes to how the FTC will investigate mergers and acquisitions and how it will approach second-request negotiations. The blog...more
Prior to 1995, the Federal Trade Commission (“FTC”) required parties to a Commission Order entered in a merger case to obtain the FTC’s prior approval for any future transaction in similar markets above a de minimis...more
Previously, as a member of the Republican-controlled Federal Trade Commission (“FTC”), Commissioner Rebecca Kelly Slaughter chided both the FTC Staff and her fellow Commissioners for, in her estimation, a failure to consider...more
Section 7 of the Clayton Act (15 U.S.C. § 18) prohibits mergers and acquisitions where “the effect may be substantially to lessen competition, or tend to create a monopoly.” Although drafted in part to address potential...more
On September 17, 2020, the Federal Trade Commission (“FTC”) announced efforts to revamp and increase its retrospective research efforts. This retrospective analysis, which has been a continuing project for the FTC, “seeks to...more
In a June 18, 2020, letter to the heads of the Antitrust Division of the Department of Justice and the Federal Trade Commission, several U.S. Senators expressed their views that the draft vertical merger guidelines...more
The Premerger Notification Office of the Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (“DOJ”) announced that their review of Hart-Scott-Rodino (“HSR”) filings will continue despite...more
Adjustments to the reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“Act”) will become effective on February 27, 2020. At that time, the minimum size-of-transaction threshold goes up to $94...more
The U.S. Department of Justice and the Federal Trade Commission (collectively, “Agencies”) recently released for public comment their much-anticipated draft Vertical Merger Guidelines (“Guidelines”) that purport to “outline...more
1/30/2020
/ Acquisitions ,
Antitrust Provisions ,
Comment Period ,
Competition ,
Department of Justice (DOJ) ,
Draft Guidance ,
Federal Trade Commission (FTC) ,
Horizontal Merger Guidelines ,
Merger Controls ,
Mergers ,
Public Comment ,
Regulatory Agenda ,
Rulemaking Process ,
Vertical Mergers
How a transaction gets structured raises a multitude of issues, including whether the transaction might be reportable under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”). Structuring a transaction for the purpose...more
Once the parties to a transaction have signed a definitive agreement, there may be a sense that the parties can more freely share competitively sensitive information. However, until closing, the antitrust laws require that...more
The fact that a merger might be anticompetitive is not a reason to prohibit a transaction if all of the elements of the “failing firm defense” are met, as described below. In fact, the antitrust agencies have long recognized...more
When submitting a Hart-Scott-Rodino (“HSR”) Premerger Notification and Report Form and documentary attachments, parties are required to include what are known as “4(c) documents” and “4(d) documents.” Under the HSR...more
On March 11, 2019, the Director of the Federal Trade Commission’s (“FTC’s”) Bureau of Competition and the Assistant Director of the Bureau’s Compliance Division coauthored a blog post to announce the revision of “standard...more
Parties involved in health care transactions subject to the reporting requirements of the Hart-Scott-Rodino Antitrust Improvements Act (“HSR” or “Act”) frequently ask whether submission of the HSR Notification and Report...more
2/28/2019
/ Acquisitions ,
Antitrust Provisions ,
Confidential Information ,
Contractual Safeguards ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
FOIA ,
Hart-Scott-Rodino Act ,
Information Sharing ,
Mergers ,
Public Disclosure ,
Sensitive Business Information
The Federal Trade Commission (“FTC” or “Commission”) and the Antitrust Division of the Department of Justice (“DOJ”) share responsibility for merger enforcement under section 7 of the Clayton Act. However, differences in the...more