“Merger review is about to get thornier. While the FTC and DOJ have been tightening the merger review process incrementally over the course of the Biden administration, the newly proposed HSR rule changes represent a...more
On the heels of the historic proposed changes to the Hart‑Scott‑Rodino (“HSR”) merger review process, the U.S. Department of Justice Antitrust Division and the Federal Trade Commission released the 2023 Draft Merger...more
The FTC and SEC have their own administrative dispute resolution regime, presided over by their own administrative judges (“ALJs”). Until now, those regimes were virtually immune from attack on a constitutional basis, because...more
In the latest of a string of losses for antitrust enforcers, the Northern District of California resoundingly denied the FTC’s bid to enjoin the Microsoft-Activision merger, allowing the deal to proceed a week in advance of...more
On June 29, 2023, the Federal Trade Commission published a Notice of Proposed Rulemaking that would dramatically expand HSR reporting requirements. The historic changes fundamentally alter the HSR reporting landscape,...more
7/12/2023
/ Acquisitions ,
Antitrust Division ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Limited Partnerships ,
Mergers ,
Non-Controlling Interests ,
Notice of Proposed Rulemaking (NOPR) ,
Reporting Requirements ,
White Papers
On June 15, 2023, the Federal Trade Commission’s Bureau of Competition issued a statement on the relationship between voluntary interviews with the agency and contractual provisions that require or limit the disclosure of...more
The seventh Webinar in the “Age of AI” series focused on the risk factors at the intersection of litigation and AI. The presenters started with a brief background on AI and the practice of law and shifted to guidance in...more
The DOJ continued its transformation of long-standing antitrust policy on February 3rd, withdrawing a slate of long-standing antitrust policy statements addressing healthcare markets and providers. The three guidance...more
On January 11, 2023, Elizabeth Wilkins, the FTC’s Director of the Office of Policy Planning, spoke to the Capitol Forum about the FTC’s proposed rule to ban non-compete agreements. This conversation was the most significant...more
Antitrust and tech is in the legal news almost daily, and often multiple times a day. Here are a few recent developments with notable implications that may have flown under the radar: 1) renewed focus on gig economy issues;...more
“We continue to see interest across the health care M&A vertical and buyers need to be ready to move quickly when attractive assets come on the market. The current environment rewards potential acquirers who are willing to...more
10/19/2022
/ Acquisitions ,
Antitrust Violations ,
Carve Out Provisions ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Health Care Providers ,
Healthcare ,
Industry Consolidation ,
Risk Assessment ,
State Regulators ,
Valuation ,
Vertical Mergers
It used to be privacy was largely the domain of constitutional law and patient health care law: the Fourth Amendment, and then the Fourteenth Amendment, and the Health Insurance Portability and Accountability Act (HIPAA)....more
The FTC has announced penalties in two separate enforcement actions totaling almost $2 million for alleged violations of the HSR Act. The matters: U.S. v. Clarence L. Werner c/o Werner Enterprises, Inc.; and U.S. v. Biglari...more
2021 will be remembered in antitrust law. Not since the 1970s has there been so much chatter over the fundamental purposes of antitrust policy, or such potential for actual sea change.
Originally published in Law360 -...more
1/5/2022
/ Acquisition Agreements ,
Anti-Competitive ,
Antitrust Provisions ,
Competition ,
Consent Decrees ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
Merger Controls ,
Merger Reviews ,
Regulatory Agenda ,
Sherman Act ,
Vertical Mergers ,
Warning Letters
With a rash of changes since Chair Lina Khan took command, the Federal Trade Commission is proving the maxim that the only certainty is uncertainty.
Its new policy of issuing warning letters to deals that have...more
As the saying goes, “the only thing for certain, is nothing is certain.” With a rash of changes since Chairperson Lina Kahn took command, the FTC is certainly proving that maxim true. Seeking to transform the historically...more
After a bit of hiatus on aggressively challenging vertical mergers, regulators both here in the United States and abroad have resumed initiated actions to challenge vertical mergers. Traditionally a difficult lift for the...more
Megamergers that deprive the American consumer of competition are illegal. But the urge to merge is often so strong that antitrust risks rarely prevent behemoths from the attempt. Long before parties sign deals, issue press...more
10/12/2020
/ Acquisitions ,
Breach of Contract ,
Competition ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hell or High Water Clauses ,
Merger Agreements ,
Mergers ,
Permanent Injunctions ,
Risk Allocation
In the latest piece to come out of the FTC’s new focus on emerging technologies, the FTC Bureau of Consumer Protection issued new guidance on the use of artificial intelligence (“AI”) and algorithms. The guidance follows up...more
In the latest piece to come out of the FTC’s new focus on emerging technologies, the FTC Bureau of Consumer Protection issued new guidance on the use of artificial intelligence (“AI”) and algorithms. The guidance follows up...more
As businesses across the globe grapple with the changing realities presented by the COVID-19 pandemic, U.S. and international antitrust enforcers have warned that business should continue to mind the antitrust laws. Global...more
On April 3, 2018, the Antitrust Division of the U.S Department of Justice (“DOJ”) announced that it had reached a settlement in a matter involving a “no-poaching” agreement between employers—the first such enforcement action...more
Primary HSR filing threshold will be raised to $84.4 million -
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As...more
1/30/2018
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Reporting Requirements ,
The Clayton Act ,
Threshold Requirements
Primary HSR filing threshold will be raised to $80.8 million -
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As...more
The Federal Trade Commission's Premerger Notification Office has expanded the Hart-Scott-Rodino (HSR) reporting requirements for certain leveraged buyouts. M&A practitioners generally are familiar with the HSR premerger...more
10/25/2016
/ Acquisition Agreements ,
Antitrust Provisions ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Leveraged Buyout ,
Merger Agreements ,
Pre-Merger Filing Requirements ,
Reporting Requirements ,
Size of Transaction Test