This new stance, however, does not signal unchecked dealmaking for transacting parties. The Federal Trade Commission (FTC) and Department of Justice (DOJ) are simultaneously emphasizing that robust, evidence-based enforcement...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
On January 7, 2025, the U.S. Federal Trade Commission announced a record USD5.68m civil penalty to settle alleged pre-merger coordination in violation of the HSR Act. This settlement is the largest dollar penalty that has...more
1/15/2025
/ Antitrust Litigation ,
Antitrust Violations ,
Civil Monetary Penalty ,
Competition ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Mergers ,
Oil & Gas ,
Unfair Competition
In the waning days of the current administration, the antitrust agencies continue to cross items off their holiday wish list. Since the presidential election in November, the antitrust agencies have filed a new merger...more
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
The U.S. antitrust agencies are routinely on alert for violations of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), even in instances where there are no competitive or otherwise apparent antitrust...more
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
On July 3, 2024, the United States District Court for the Northern District of Texas (the “Court”) in Ryan LLC v. Federal Trade Commission (“Ryan”) preliminarily enjoined the U.S. Federal Trade Commission (“FTC”) from...more
7/12/2024
/ Appeals ,
Employer Liability Issues ,
Employment Contract ,
Employment Litigation ,
Federal Bans ,
Federal Trade Commission (FTC) ,
Final Rules ,
Litigation Strategies ,
Non-Compete Agreements ,
Preliminary Injunctions ,
Texas
Enforcement strengthens with more complexity -
Globally, antitrust enforcement in 2024 is on track to repeat the themes of 2023. Expect continued use by the agencies of novel theories of antitrust harm and increasing...more
3/1/2024
/ Acquisitions ,
Antitrust Provisions ,
China ,
Competition Authorities ,
DCMA ,
Global Dealmaking ,
Merger Controls ,
Mergers ,
Technology Sector ,
Threshold Requirements ,
UK Competition and Markets Authority (CMA)
This newsletter is a summary of the antitrust developments we think are most interesting to your business. Noah Brumfield, partner based in Washington, D.C. and Silicon Valley, is our editor this month. He has...more
1/30/2024
/ Acquisitions ,
Antitrust Division ,
Competition ,
Enforcement ,
EU ,
European Commission ,
Federal Trade Commission (FTC) ,
Foreign Investment ,
Hart-Scott-Rodino Act ,
Horizontal Merger Guidelines ,
Merger Controls ,
Mergers ,
UK ,
UK Competition and Markets Authority (CMA) ,
Vertical Mergers
The FTC revises the jurisdictional and filing fee thresholds annually based on the change in gross national product. The FTC also revises filing fees annually based on changes to the consumer price index under Division GG of...more
1/25/2024
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
The Federal Trade Commission (FTC) and the U.S. Department of Justice Antitrust Division (DOJ) (collectively, the Agencies) recently issued the Hart-Scott-Rodino Annual Report for Fiscal Year 2022 (the Report). Covering the...more
On December 22, 2023, the governor of New York State vetoed a state bill that sought to ban non-compete agreements for employees and other service providers.
The bill was passed by the New York State Legislature on June...more
On September 28, 2023, the Department of Justice (DOJ) launched a civil suit against a benchmarking service provider that signals a crack-down on benchmarking involving the exchange of competitively sensitive information. ...more
10/13/2023
/ Antitrust Division ,
Antitrust Provisions ,
Benchmarking ,
Competition ,
Compliance ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Information Sharing ,
Sherman Act ,
Third-Party ,
Third-Party Service Provider
The U.S. federal government is facing a possible shutdown beginning this Sunday, October 1, 2023. Congress has until September 30, which marks the end of the fiscal year, to enact appropriations for government agencies and...more
10/2/2023
/ Acquisitions ,
Antitrust Division ,
CFIUS ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Deadlines ,
Foreign Investment ,
Funding ,
Government Shutdown ,
Investment ,
Merger Controls ,
Mergers ,
U.S. Treasury
On September 21, 2023, the Federal Trade Commission (FTC) filed a groundbreaking complaint in federal court against PE fund Welsh Carson and its portfolio company, U.S. Anesthesia Partners (USAP), making good on its promise...more
9/26/2023
/ Acquisitions ,
Antitrust Division ,
Business Litigation ,
Class Action ,
Federal Trade Commission (FTC) ,
FTC Act ,
Portfolio Companies ,
Private Equity Firms ,
Private Equity Funds ,
Private Funds ,
Section 7 ,
Section 8 ,
The Clayton Act
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
7/24/2023
/ Acquisition Agreements ,
Antitrust Division ,
Antitrust Provisions ,
Competition ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Horizontal Merger Guidelines ,
Merger Agreements ,
Merger Controls ,
Regulatory Reform
As we look ahead to the second half of 2023, the outlook for M&A remains complex. In the six months to the end of June, global deal value stood at USD1.2 trillion, around one-third of last year’s annual total.
...more
On June 27, 2023, the FTC announced a notice of proposed amendments to the premerger filing requirements under the Hart-Scott-Rodino (HSR) Act....more
Key Points -
The U.S. Supreme Court held that litigants can bring constitutional challenges in federal district court against the FTC and SEC without fully exhausting administrative proceedings....more
The semiconductor industry is based on a highly specialized supply chain where no one country or region dominates both design and manufacturing. This has created an industry where collaboration is global in nature. This...more
This newsletter is a summary of the antitrust developments we think are most interesting to your business. Vivian Cao, partner at Allen & Overy Lang Yue, is our editor this month....more
3/7/2023
/ Anti-Competitive ,
Antitrust Provisions ,
Bid Rigging ,
Competition ,
Department of Justice (DOJ) ,
EU ,
European Commission ,
Merger Controls ,
Popular ,
Resale Price Maintenance (RPM) ,
State Administration for Market Regulation (SAMR) ,
UK Competition and Markets Authority (CMA)
The proposed rule would prohibit employers nationwide from restricting an employee from working at another company post-employment. As drafted, the rule would have retroactive effect and require employers to rescind any...more
1/16/2023
/ Comment Period ,
Contract Terms ,
Employment Contract ,
Federal Trade Commission (FTC) ,
FTC Act ,
Non-Compete Agreements ,
Proposed Rules ,
Public Comment ,
Restrictive Covenants ,
Section 5 ,
Unfair Competition
The Consolidated Appropriations Act of 2023 includes significant changes affecting large M&A transactions and deals involving certain foreign entities. The Act would also give state attorneys general additional control over...more
Policy change expands the Agency’s oversight under Section 5 of the FTC Act and abandons the application of the “Rule of Reason.”...more