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The Hart-Scott-Rodino statute and rules contain a number of reporting thresholds for transactions subject to premerger notification filing with the FTC and DOJ. In this post, we are going to focus on how to value publicly traded stock in order to determine reportability under the various filing thresholds. Some of the most frequent questions we get involve how to value acquisitions of voting securities in 801.30 transactions, given the volatile...

Two people walk into a deli and both order a pastrami on rye. When the check arrives, one is charged $8. The other is surprised to get a bill for $15.99. That’s not the start of an old Henny Youngman joke. It’s an analogy that raises some of the issues in the FTC’s proposed $2.95 million settlement with Sprint for allegedly charging customers with lower credit scores a monthly fee without giving them the proper up-front notice required by law...

Earlier this year, the U.S. Supreme Court ruled that the North Carolina State Board of Dental Examiners violated the federal antitrust laws by preventing non-dentists from providing teeth whitening services in competition with the state’s licensed dentists. N.C. State Bd. of Dental Exam’rs v. FTC, 135 S. Ct. 1101 (2015). The Board had argued that, because it is a state agency, it is exempt from liability under the federal antitrust laws. The FTC...

The Fair Credit Reporting Act isn’t just about credit. If your company uses background checks in making personnel decisions, the FTC reminds you of your obligations under the FCRA. In honor of Throwback Thursday, here’s an unconventional old-school summary of key requirements under federal law. Spin the mirrored disco ball and join us on the dance floor for “F-C-R-A.” Employers, There’s a law that applies When a prospect’s Background you...

You don’t need to go to a water park to see performing seals. You can spot them on websites where they perform the function of conveying information about the purported environmental benefits of products. But do the groups offering those seals – and the companies that display them – have appropriate proof for the claims consumers take from them? If your clients use environmental seals or certifications, you’ll want to see the latest from the FTC...

If there’s a material connection between a marketer and an endorser, disclose it. That’s been the FTC standard for decades and it didn't change when marketing moved to social media. The FTC’s proposed settlement with online entertainment network Machinima illustrates missteps that could land advertisers, ad agencies, and PR firms in testimonial turmoil. But what about endorsers, affiliates, influencers, brand ambassadors, etc.? It’s time to...

Does your company use background checks in evaluating job applicants? If so, are you complying with the Fair Credit Reporting Act’s notice, consent, and disclosure requirements? A closing letter the FTC staff sent to California Health & Wellness elaborates on the applicability – or, in this instance, the inapplicability – of a narrow FCRA exception. When it comes to background checks, the FCRA put a premium on notice, consent, and disclosure...

It’s one thing to create buzz about a product. But fail to disclose a material connection between an endorser and an advertiser and that buzz can wind up stinging you. That’s the message of an FTC lawsuit against Machinima, a top entertainment network on YouTube that specializes in videogame culture and generates more than 3 billion (with a b) views each month. The FTC says Machinima made undisclosed payments to influential gamers in exchange for...

FTC watchers and data security mavens, it’s the decision you’ve been waiting for. The United States Court of Appeals for the Third Circuit has issued a ruling in the Commission’s favor in FTC v. Wyndham Worldwide Corporation. The FTC sued the hospitality company and three subsidiaries, alleging that data security failures led to three data breaches at Wyndham hotels in less than two years. According to the complaint, those failures resulted in...

Today, the Commission (with the help of our friends at the Justice Department) filed a proposed settlement in federal court to settle charges that three funds managed by Third Point violated the Hart-Scott-Rodino Act by failing to make the necessary premerger notification filings when they acquired shares of Yahoo! Inc. The complaint alleges that Third Point improperly relied on the investment-only exemption to the HSR requirements, and contains...