Competition Matters

The Clayton Act: 100 years and counting

One hundred years ago today, President Woodrow Wilson signed the Clayton Act, just weeks after signing the Federal Trade Commission Act. Together, these statutes gave the federal government new tools to deal with the growing threat of the trusts: a bipartisan five-member Commission to police against “unfair methods of competition,” and a new law designed to stop certain business combinations and conduct before they caused widespread harm.

Promoting healthy competition in health IT markets

The FTC has been a consistent proponent of competition in health care markets, utilizing our full range of study, advocacy, and enforcement tools. We are equally proud of our track record in promoting innovation and responding to new technological developments throughout our 100-year history.

Reference pricing is not a substitute for competition in health care

In recent years, the U.S. health care sector has seen numerous innovations in the way care is organized and reimbursed (e.g., accountable care organizations, bundled payments, etc.), all with the goal of reducing expenditures and improving quality. One innovation that has received a great deal of attention recently is reference pricing.

How to avoid common HSR filing mistakes with attachments

The PNO handles Hart-Scott-Rodino Premerger Notification Filings for well over a thousand transactions each year. When you submit an HSR Form with all the required information, the PNO can quickly review the filing, and if necessary, forward it to the investigative staff who will focus on determining whether the acquisition presents competitive issues that warrant further review.

Keeper league, antitrust-style

As the calendar makes clear, summer is nearly over. For some, the transition to fall provokes thoughts of falling leaves, sharpened pencils, and warm beverages. For others, the end of summer means mulling over player rankings, sleepers, and early round strategies. While others have to work to create the perfect fantasy football roster, the Bureau already has an amazing team—as evidenced by some recent internal promotions.

Have a good plan for HSR compliance

Our recent civil penalty action involving Berkshire Hathaway’s failure to file the required Hart-Scott-Rodino notification is a reminder to investors to be alert to common filing mistakes. It is also a reminder that every investor—companies and individuals alike—needs to have a program in place to ensure compliance with HSR filing obligations.

How to avoid common HSR filing mistakes on affidavits and notice letters

The PNO handles Hart-Scott-Rodino Premerger Notification Filings for well over a thousand transactions each year. When you submit an HSR Form with all the required information, the PNO can quickly review the filing, and if necessary, forward it to the investigative staff who will focus on determining whether the acquisition presents competitive issues that warrant further review.

Putting the “mod” in order modification

Back in 1998, the must-have toy was a Furby, and if you were a parent with a kid of a certain age, you had to find one. In those days, Toys “R” Us was the nation’s largest toy retailer, and the company attracted antitrust attention when it announced that it would stop carrying toys made by any manufacturer that sold the same toys to discount club stores, such as Costco. That policy would have prevented nearby club stores from carrying the same Furby sold at Toys “R” Us (creating problems for that parent hoping to avoid a toddler meltdown).

Running time

“The clock” is a central part of a merger lawyer’s life. HSR merger review is all about managing the clock effectively. Here are some things we’ve been known to say: Is the clock running? When does the clock start? How much time is on the clock? 

Sometimes brick & mortar competition is enough

When the Federal Trade Commission looks at competition in the retail sector today, it typically considers the significance of online sales. Sometimes the competition from online retailers drives the analysis. In closing the Office Depot-Office Max matter, the Commission pointed to “the explosive growth of online commerce, which has had a major impact” on the sale of office supplies.

Merger review by the numbers

Today the FTC and DOJ released the 36th Annual Hart-Scott-Rodino Report, a document full of interesting data about federal merger review. The report covers transactions in which the merging parties filed HSR notification between Oct. 1, 2012 to Sept. 30, 2013, and federal merger enforcement actions during the same time period. Here are some notable numbers from the report:

May management moves in BC

Once again, I have the privilege of announcing that some incredibly talented lawyers in the Bureau have been promoted to management positions. 

The Anticompetitive Practices Division, which handles the Bureau’s enforcement efforts against anticompetitive conduct in industries other than health care, has two new Deputy Assistant Directors:

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