Today the FTC and DOJ released the 38th Annual Hart-Scott-Rodino Report, which details the agencies’ merger review and enforcement program for Fiscal Year 2015 (October 1, 2014 through September 30, 2015). This report, like the 37 previous versions, is a snapshot of one year’s worth...
The Federal Trade Commission, together with the Department of Justice Acting Assistant Attorney General for Antitrust, released the 38th Annual Hart-Scott-Rodino Report. The report presents fiscal year 2015 data on the HSR Premerger Notification Program, which is key to alerting the agencies to...
I am happy to announce that Chuck Loughlin will replace Tara Reinhart as Chief Trial Counsel for the Bureau when Tara leaves the Commission later this week. Chuck joined the Bureau in September 2015, as the Deputy Chief Trial Counsel of the litigation group, bringing over 20 years...
Mylan Inc. agreed to divest the rights and assets related to two generic pharmaceutical products in order to settle FTC charges that its proposed $7.2 billion acquisition of Swedish drug maker Meda would be anticompetitive. The FTC order preserves competition in the markets for 250...
Settlement preserves competition and marks largest drug divestiture order in a pharmaceutical merger case
From: Berg, Karen E.Sent: Friday, June 24, 2016 9:35 AMTo: [REDACTED]Cc: [REDACTED]Subject: RE: Question on Scheme of Arrangement structures and Foreign Securities Valuation
[REDACTED], we agree that acquisitions under Schemes of Arrangement are 801.30 transactions. As for valuation...
From: Gillis, Diana L.Sent: Thursday, June 23, 2016 2:52 PMTo: [REDACTED]; Berg, Karen E.Cc: [REDACTED]; Walsh, Kathryn E.Subject: RE: Questions re Unproductive Real Property Exemption [REDACTED]
Our approach to acquisitions in the insurance industry under 7Ac1 has always been to analyze the financial instruments being acquired (usually insurance policies) in the context of 802.4. See Interp. 99 in the premerger practice manual. 7Ac1 exempts “acquisitions of goods or realty...
From: Walsh, Kathryn E.Sent: Wednesday, June 22, 2016 12:57 PMTo: [REDACTED]; Gillis, Diana L.; Whitehead, NoraCc: [REDACTED]Subject: RE: Question on reporting as merger vs consolidation
[REDACTED], we think this is a consolidation.
From: Gillis, Diana L.Sent: Wednesday, June 22, 2016 1:19 PMTo: [REDACTED]Cc: [REDACTED]; Walsh, Kathryn E.; Berg, Karen E.; Whitehead, Nora; Storm, Evan; Shaffer, Kristin; Carson, TimothySubject: RE: HSR Item 5
The identity of the customer is irrelevant.
If shipping from the US,...
Following up to confirm that if New Fund does not have officers/directors and none are currently slated, then the files of the people acting as officers/directors, such as GP or the investment committee of the GP’s private equity firm, must be searched.
From: Walsh, Kathryn E.Sent: Thursday, June 02, 2016 9:19 AMTo: [REDACTED]; Whitehead, Nora; Gillis, Diana L.Subject: RE: Acquisition of Controlling Interest in Newco LLCIn determining whether a transaction is an acquisition or a formation, we look at what each party is contributing...
Since B’s capital expenditures were already made prior to the current transaction, A’s reimbursement payment to B cannot be excluded from the purchase price.
From: [REDACTED]Sent: Tuesday, May 31, 2016 12:55 PMTo: Storm, EvanSubject: RE: Question re 801.10
From: Walsh, Kathryn E.Sent: Thursday, May 19, 2016 11:54 AMTo: [REDACTED]Cc: Gillis, Diana L.Subject: RE: Question re: Previously Acquired Voting Securities
From: [REDACTED]Sent: Thursday, May 19, 2016 10:09 AMTo: Walsh, Kathryn E.Subject: Question re: Previously Acquired...
Check out the PNO Blog!
From: [REDACTED]Sent: Thursday, May 19, 2016 10:31 AMTo: Walsh, Kathryn E.; Whitehead, Nora; Gillis, Diana L.Subject: HSR Question: 801.10
Dear Kate, Nora and Diana,
I would appreciate your confirmation that the...
We have advised in the past that the indirect profits should be included in the calculation.
From: [REDACTED]Sent: Tuesday, May 17, 2016 1:15 PMTo: Walsh, Kathryn E.Cc: [REDACTED]Subject: Aggregating profits in accordance with Section 801.1(b)(1)(ii)
Given the lack of additional capital investment required and the expected timeframe and requirements to becoming operational, we believe the power plant you describe is substantially complete, making it a facility that is excluded from the exemption in 802.2(c).
From: Walsh, Kathryn E.Sent: Thursday, May 05, 2016 11:41 AMTo: [REDACTED]Subject: RE: Your HSR Filing [REDACTED]
This would qualify as unproductive real property under 802.2(c) based on the equipment and work needed to complete the hospital.
From: [REDACTED]Sent: Thursday, May 05, 2016 9:11 AMTo: Walsh, Kathryn E.; Shaffer, Kristin; Storm, Evan; Whitehead, NoraCc: [...