The Federal Trade Commission ("FTC") unanimously issued a final rule expanding the requirements of premerger filings under the Hart-Scott-Rodino Antitrust Improvements ("HSR") Act of 1976. The HSR Act requires parties to...more
The Federal Trade Commission (FTC) finalized a comprehensive overhaul of the premerger notification program. Firms considering a merger or acquisition that meets the filing thresholds should prepare for a more onerous...more
After what is described as “intense negotiations” among the commissioners, the Federal Trade Commission (FTC) has unanimously approved a substantial overhaul to the rules governing the documents and information that must be...more
The Federal Trade Commission last year proposed a sweeping rule outlawing most non-competition agreements nationwide. The rule applied both to non-competes in the employer-employee context and to a seller of a business in an...more
Now, more than ever, health care organizations are facing complex antitrust issues as their mergers/acquisitions, hiring, contracting, and private funding are being scrutinized by the federal and state governments. Proper...more
There are five crucial areas of focus that will impact mergers, acquisitions and corporate governance going forward: New Hart Scott Rodino (HSR) rules are expected in weeks, not months....more
In this article from The Threshold, the authors recap a panel on theories of labor harm in mergers, sponsored by the Mergers and Acquisitions Committee of the American Bar Association Section of Antitrust Law....more
Private equity is squarely in the cross hairs of regulators; the Department of Justice Antitrust Division, the Federal Trade Commission, and the U.S. Department of Health and Human Services recently announced the launch of a...more
In fiscal year 2022, merger transactions and second requests decreased from the prior year....more
In June 2023, the Federal Trade Commission (“FTC”) issued a proposed rule that would dramatically change, and increase the burden of, Hart-Scott-Rodino Act (the “HSR Act”) pre-merger antitrust filings. Many observers expect...more
In June 2023, the Federal Trade Commission (FTC), in conjunction with the Antitrust Division of the U.S. Department of Justice (DOJ), issued a Notice of Proposed Rulemaking to amend the premerger notification form and...more
The Federal Trade Commission (FTC) and Department of Justice (DOJ), Antitrust Division announced that they will hold three workshops regarding their jointly issued Draft Merger Guidelines. The first virtual workshop will be...more
On June 27, 2023, the Federal Trade Commission (FTC), with the concurrence of the U.S. Department of Justice (USDOJ), released a 133-page Notice of Proposed Rulemaking (NPRM) seeking to overhaul the Hart-Scott-Rodino Act of...more
The Federal Trade Commission (“FTC”) and U.S. Department of Justice Antitrust Division (“DOJ”) have proposed to expand dramatically the scope and burden of preparing a merger filing in the United States. The proposed changes...more
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
Companies pursuing acquisitions that require a filing in the United States under the Hart-Scott-Rodino Act (HSR) may, by year-end, face vastly expanded disclosure requirements necessitating far greater investments in time,...more
Summary - The Federal Trade Commission (FTC), with the concurrence of the Department of Justice Antitrust Division, published a Notice of Proposed Rulemaking (Proposed Rule) aiming to revamp the premerger notification...more
Non-competition agreements and similar restrictive covenants form a bundle of rights and obligations that are hotly negotiated between buyers and sellers in every M&A transaction. These covenants often represent tradeoffs...more
The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of Justice (DOJ)...more
All companies engaged in M&A activity in the United States must plan for enhanced scrutiny from an increasingly aggressive DOJ and FTC, but non-U.S. companies, particularly Chinese companies, must also reckon with another...more
On July 9, 2021, President Biden issued an Executive Order, in which he described the nation’s antitrust laws as the “first line of defense against the monopolization of the American economy” and encouraged the Federal Trade...more
In an extraordinary, perhaps unprecedented, action, parties to a proposed deal that had been under investigation for about nine months closed the transaction almost immediately upon expiration of the Hart-Scott-Rodino (“HSR”)...more