On October 24, 2024, the Federal Trade Commission (FTC) succeeded in blocking the proposed merger of Tapestry and Capri Holdings, which would combine popular fashion brands such as Coach, Kate Spade and Michael...more
On September 17, 2024, the Federal Deposit Insurance Corporation (FDIC) and the Office of the Comptroller of the Currency (OCC) issued formal statements of policy on reviewing transactions under the Bank Merger Act (BMA). The...more
On May 23, 2024, the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) jointly announced a request for members of the public to provide information that the agencies can use “to identify...more
6/3/2024
/ Acquisitions ,
Antitrust Division ,
Competition ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Mergers ,
Popular ,
Private Equity ,
Private Equity Firms ,
Request For Information
On January 22, 2024, the Federal Trade Commission (FTC) announced revised notification thresholds under the Hart-Scott-Rodino Act (HSR Act). If a proposed merger, acquisition of stock, assets or unincorporated interests, or...more
On December 18, 2023, the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) released the final 2023 Merger Guidelines (the Guidelines). While the final version of the Guidelines reflects...more
12/22/2023
/ Acquisitions ,
Department of Justice (DOJ) ,
Draft Guidance ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Horizontal Merger Guidelines ,
Merger Controls ,
Mergers ,
Proposed Regulation ,
Regulatory Agenda ,
Regulatory Requirements ,
Vertical Mergers
The Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) released a draft of proposed new merger guidelines today, 18 months after FTC Chair Lina Khan and Assistant Attorney General...more
On June 27, 2023, the Federal Trade Commission (FTC) and the Department of Justice (DOJ) (collectively, the Agencies) jointly released a Notice of Proposed Rulemaking (NPRM) proposing sweeping changes to the premerger filings...more
On January 23, 2023, the Federal Trade Commission (FTC) announced revised notification thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). If a proposed merger, acquisition of stock, assets or...more
2/2/2023
/ Acquisitions ,
Covered Entities ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Foreign Investment ,
Hart-Scott-Rodino Act ,
Infrastructure Investment and Jobs Act (IIJA) ,
International Trade ,
Mergers ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
On January 24, 2022, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino...more
1/27/2022
/ 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 ,
The Clayton Act ,
Threshold Requirements
Over the course of his first six months in office, President Joe Biden has signaled a clear commitment to reinvigorate antitrust enforcement. On July 9, 2021, he took his most specific and comprehensive action on the subject...more
On August 31, 2020, the Delaware Chancery Court issued an opinion in litigation between Anthem and Cigna related to the contract in their terminated merger. In its sprawling 306-page opinion, the court detailed a “corporate...more
9/19/2020
/ Anthem Insurance ,
Antitrust Litigation ,
Breach of Contract ,
CIGNA ,
Condition Precedent ,
Contract Termination ,
Contract Terms ,
Credibility ,
Department of Justice (DOJ) ,
Merger Agreements ,
Mergers ,
Motion To Enjoin ,
Permanent Injunctions ,
Popular ,
Reasonable Efforts Clauses ,
Termination Rights
Following their January publication of Draft Vertical Merger Guidelines (draft guidelines) for public comment, the Federal Trade Commission (FTC) and the Department of Justice (DOJ) (collectively, the agencies) issued final...more
The global spread of the novel coronavirus has disrupted everyday life all over the world and imposed significant difficulties on the business community. Antitrust merger reviews — and the authorities who conduct those...more
4/3/2020
/ Asia ,
China ,
Competition Authorities ,
Coronavirus/COVID-19 ,
Department of Justice (DOJ) ,
EU ,
European Commission ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Merger Reviews ,
Mergers ,
Notice Requirements ,
Office Closures ,
Relief Measures ,
Saudi Arabia ,
South America ,
State Administration for Market Regulation (SAMR) ,
UK ,
UK Competition and Markets Authority (CMA)
Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more
1/30/2020
/ Acquisitions ,
Administrative Procedure Act ,
Anti-Discrimination Policies ,
Anti-Harassment Policies ,
Anti-Kickback Statute ,
Antitrust Investigations ,
Appeals ,
Arbitration Awards ,
Attorney General ,
Backstop Agreements ,
BEPS ,
BitLicense ,
Blockchain ,
Board of Directors ,
Bonds ,
Capital Markets ,
CFIUS ,
CFTC ,
Chapter 11 ,
Claim Preclusion ,
Class Action ,
Commercial Bankruptcy ,
Common Stock ,
Congressional Investigations & Hearings ,
Congressional Subpoenas ,
Consumer Financial Protection Bureau (CFPB) ,
Cooperation Agreement ,
Copyright ,
Corporate Governance ,
Corporate Restructuring ,
Corporate Social Responsibility ,
Corporate Taxes ,
Corwin Doctrine ,
Covenant Lite Deals ,
Creditors ,
Cross-Border Transactions ,
DACA ,
DE Supreme Court ,
Debt Financing ,
Debtors ,
Department of Justice (DOJ) ,
Dischargeable Debts ,
Disgorgement ,
Disparate Impact ,
Dodd-Frank ,
Down Rounds ,
Drug Pricing ,
EBITDA ,
Employee Retirement Income Security Act (ERISA) ,
Employer Liability Issues ,
Employment Discrimination ,
Enforcement Actions ,
Enforcement of Foreign Judgments ,
Enterprise Act 2002 ,
Environmental Social & Governance (ESG) ,
EU ,
Fair Housing Act (FHA) ,
Federal Trade Commission (FTC) ,
FinTech ,
FIRRMA ,
Foreign Acquisitions ,
Foreign Investment ,
Foreign Issuers ,
FRCP 23 ,
General Data Protection Regulation (GDPR) ,
General Elections ,
GILTI tax ,
High-Yield Markets ,
Hong Kong ,
Hong Kong Stock Exchange ,
Individual Accountability ,
Initial Public Offering (IPO) ,
Intellectual Property Litigation ,
Intercreditor Agreements ,
International Arbitration ,
International Litigation ,
IRS ,
Issue Preclusion ,
Japan ,
Joint Venture ,
Legislative Agendas ,
Life Sciences ,
Listing Rules ,
Litigation Strategies ,
Make-Whole Premium ,
Mergers ,
MFW ,
Multinationals ,
National Security ,
PCAOB ,
Pharmaceutical Industry ,
Political Parties ,
Preferred Shares ,
Private Offerings ,
Privately Held Corporations ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Refinancing ,
Regulatory Agenda ,
Reporting Requirements ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Separation of Powers ,
Shareholder Activism ,
Shareholder Proposals ,
Shareholders ,
Split of Authority ,
State Labor Laws ,
Stock Drop Litigation ,
Tax Cuts and Jobs Act ,
Tax Litigation ,
Technology Sector ,
Third-Party Release Agrements ,
Transparency ,
UK ,
UK Brexit ,
Valuation ,
White Collar Crimes
As anticipated, on January 10, 2020, the Department of Justice (DOJ) and the Federal Trade Commission (FTC) (collectively, the Agencies) released Draft Vertical Merger Guidelines (Draft Guidelines), marking the first update...more
1/22/2020
/ Anti-Competitive ,
Comment Period ,
Department of Justice (DOJ) ,
Draft Guidance ,
Enforcement ,
Federal Trade Commission (FTC) ,
Horizontal Mergers ,
Merger Controls ,
Mergers ,
Public Comment ,
Sensitive Business Information ,
Supply Chain ,
Transparency ,
Vertical Mergers
Antitrust enforcers in the United States and European Union (EU) remained active in 2019, and recent developments at the Department of Justice (DOJ), Federal Trade Commission (FTC), state attorneys general (AG) offices and EU...more
1/21/2020
/ Acquisitions ,
Anti-Competitive ,
Antitrust Violations ,
Belgium ,
Big Data ,
Competition Authorities ,
Department of Justice (DOJ) ,
Digital Marketplace ,
Enforcement Actions ,
EU ,
European Commission ,
Federal Trade Commission (FTC) ,
Germany ,
Interim Measures ,
Luxembourg ,
Member State ,
Merger Controls ,
Mergers ,
Netherlands ,
Online Platforms ,
State Attorneys General ,
Technology Sector ,
UK ,
United States
The Federal Trade Commission’s (FTC) Bureau of Competition has established a task force dedicated to monitoring competition in U.S. technology markets and taking enforcement actions as warranted. While the remit of the task...more
4/23/2019
/ Anticompetitive Behavior ,
Antitrust Investigations ,
Competition ,
Data Privacy ,
Department of Justice (DOJ) ,
Emerging Technology Companies ,
Enforcement Actions ,
Federal Agency Taskforce ,
Federal Trade Commission (FTC) ,
Hospital Mergers ,
Mergers ,
Technology Sector
Antitrust enforcement agencies in the U.S. and Europe were once again busy in 2018, particularly in the area of merger review. In the U.S., despite new leadership at both the Department of Justice (DOJ) and the Federal Trade...more
1/22/2019
/ Anti-Competitive ,
Antitrust Division ,
Antitrust Violations ,
AT&T ,
Big Data ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Digital Single Market ,
Enforcement Actions ,
EU ,
European Commission ,
Federal Trade Commission (FTC) ,
Innovation ,
Merger Controls ,
Resale Pricing
In a continuation of recent Department of Justice (DOJ) successes challenging mergers, the U.S. District Court for the District of Columbia recently enjoined two more proposed mergers brought and litigated under the Obama...more
2/14/2017
/ Acquisitions ,
Aetna ,
Affordable Care Act ,
Anthem Insurance ,
Anti-Competitive ,
Antitrust Division ,
CIGNA ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Health Insurance ,
Humana ,
Medicare Advantage ,
Mergers ,
State Health Insurance Exchanges
On January 13, 2017, the U.S. Department of Justice Antitrust Division (DOJ) and the Federal Trade Commission (FTC) (collectively, the Agencies) issued revised Antitrust Guidelines for the Licensing of Intellectual Property...more
1/20/2017
/ Anticompetitive Behavior ,
Antitrust Provisions ,
Comity ,
Competition Authorities ,
Cross-Border Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
FTAIA ,
International Harmonization ,
IP License ,
New Guidance
On November 28, 2016, the Premerger Notification Office of the Federal Trade Commission (PNO) and the Antitrust Division of the Department of Justice (DOJ) both announced potentially important changes in the way the agencies...more
On April 4, 2016, the U.S. Department of Justice, Antitrust Division (DOJ) filed a complaint against activist investor ValueAct Capital in California federal court, requesting a $19 million fine for violations of the...more
4/11/2016
/ Antitrust Violations ,
Civil Monetary Penalty ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Investment-Only Exemption ,
Investors ,
Notice Requirements ,
Popular ,
Securities and Exchange Commission (SEC)
On February 18, 2016, Skadden’s Antitrust and Competition Group presented the webinar “Trends and Developments in Merger Control.” The webinar, led by partners Steven Sunshine and Maria Raptis and counsel Kenneth Schwartz,...more
US: Continuation of Aggressive Review and Enforcement -
In 2014, the U.S. Department of Justice’s Antitrust Division (DOJ) and the Federal Trade Commission (FTC) further embraced their aggressive approach to merger...more
1/28/2015
/ Antitrust Provisions ,
AT&T ,
Berkshire Hathaway ,
Competition ,
Department of Justice (DOJ) ,
DirectTV ,
Divestiture ,
EU ,
EUMR ,
Federal Trade Commission (FTC) ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
SierraPine ,
Strategic Enforcement Plan ,
Threshold Requirements
On November 7, 2014, the United States Department of Justice, Antitrust Division (DOJ) announced a $5 million agreement to settle charges that Flakeboard and SierraPine had engaged in unlawful pre-merger coordination. The...more
11/26/2014
/ Antitrust Provisions ,
Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Disgorgement ,
Due Diligence ,
Enforcement Actions ,
Flakeboard America ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Sherman Act ,
SierraPine ,
Waiting Periods