As the FTC continues to experience a massive surge in planned merger deals, we are looking at every step of the merger filing process to identify ways to streamline and maximize our efficiency. Under the Hart-Scott-Rodino Act (“HSR” or the Act), companies are required to file notice of mergers over a certain size before they can close the deal. This is not an application process – it is for law enforcement purposes.
Given the recent surge in merger filings, the FTC is reviewing its processes to determine how best to use its limited resources.
On January 14, 2020, the Federal Trade Commission (FTC) ordered six insurance companies to provide information that will allow the agency to study the effects of consummated physician group and healthcare facility mergers that occurred from 2015 through 2020.
Once you’ve submitted a Hart-Scott-Rodino filing to the FTC’s Premerger Notification Office, make sure you receive official confirmation that your filing has been received. We’ve compiled important tips on communications regarding the status of filings and the applicable waiting period.
On February 4, 2021, the Federal Trade Commission, with the support of the Department of Justice, announced the temporary suspension of granting early termination (ET) under the Hart-Scott-Rodino Act and its implementing rules (HSR Act). This decision reflected a need to pause during the transition to a new administration combined with the unprecedented volume of HSR filings (HSR transactions for the month of February hit a
When Congress passed the Hart-Scott-Rodino Antitrust Improvements Act of 1976, it created minimum dollar thresholds to limit the burden of premerger reporting. In 2000, it amended the HSR statute to require the annual adjustment of these thresholds based on the change in gross national product. As a result, reportability under the Act changes from year to year as the statutory thresholds adjust.
Sometime in the future, when we look back on the year that was 2020, it is likely that we will want to remember the good things that happened. And in the world of FTC antitrust enforcement, a lot of good things happened last year. In fact, any attempt to compile a list of the top 10 couldn’t do justice to the incredible work of Bureau of Competition staff and their unprecedented set of accomplishments in this 12-month span, which I’ve highlighted before.
Earlier this fall, the Commission announced two separate rulemaking initiatives aimed at updating the rules and interpretations that implement the Hart-Scott-Rodino Act. After publication of the notice in the Federal Register, the deadline for comments on both initiatives is now set for February 1, 2021.
Next Monday and Tuesday, November 9 and 10, we will be hosting a virtual Question and Answer session to discuss the Commission’s Hart-Scott-Rodino Rulemaking initiative. On Monday from 1 to 2 pm, we will be discussing the proposed changes in the Notice of Proposed Rulemaking (NPRM) that would, if adopted, require filers to disclose addi
With the passage of the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (MMA), Congress required pharmaceutical companies to file certain patent settlement agreements with the FTC.
Executives and employees of modern businesses communicate with one another, and with suppliers and customers, in a wide variety of ways. Especially with the current challenges of in-person meetings, electronic exchanges are now the norm for doing business. Emails, memoranda, voicemails, SMS/text messages, instant messages, hard copy notes and collaborative documents are all routinely created and circulated in the ordinary course.
The FTC welcomes comments on its recent HSR Rulemaking initiative, and to facilitate a robust and thoughtful set of public comments, the Commission is holding a series of three live virtual workshops in November to answer the public’s questions before comments are due.
I am pleased to announce several leadership changes in the Bureau's Mergers I and Mergers IV Divisions.
With the conclusion of FY2020, we look back on a year unlike any other in the history of the Bureau of Competition. The year has been marked by a combination of exceptional commitment from the Bureau’s staff, enforcement achievements that would be remarkable in any year but which are nothing short of incredible in this one, and a string of enforcement and policy successes.
Under the Hart-Scott-Rodino (HSR) Act and Rules, parties cannot use a transaction structure for the purpose of avoiding or delaying their premerger filing obligation. If they do, the Commission must ignore the structure and review the substance of the transaction as a whole to determine whether an HSR filing is required. Premerger Notification Office (PNO) staff have recently rethought some prior advice, and today PNO is withdrawing a 2003 informal interpretation relating to special dividends.
“Take out” takes on a whole new meaning when it involves your data. Consumers and industry members are giving more thought to the issue of data portability – the ability of consumers to move data (such as emails, contacts, calendars, financial information, health information, favorites, friends, or content posted on social media) from one service to another or to their own files.
It is generally a serious violation of our rules for counsel to pass private notes to a witness in an investigational hearing or deposition, or otherwise coach or consult with a witness, while a question is pending. 16 CFR 2.9(b)(1). Happily, violations of this rule are very rare. But, with the recent shift to remote depositions and hearings, we want to remind the bar that neither this rule nor our vigilance in enforcing it have been relaxed.
Recently, Alimentation Couche-Tard and CrossAmerica Partners (collectively ACT) agreed to pay a $3.5 million civil penalty to settle allegations that they violated a Commission divestiture order that was designed to prevent their merger from harming consumers. A close read of the Commisson’s action in this case yields some timely advice for any company that is subject to a divestiture order.
The FTC's Bureau of Competition sometimes reviews proposed mergers against the backdrop of civil and criminal antitrust investigations or litigations leveled in the same industry. And at times, such investigations and litigations are leveled against the merger parties themselves. Those ongoing matters may affect our analysis of a merger, as well as the vetting of divestiture packages and proposed divestiture buyers. Even if details of such investigations are not public, Bureau staff are likely to discover their existence during our own investigation of a merger.
In response to increased interest in levels of M&A activity, the Bureau of Competition’s Premerger Notification Office (PNO) is responding in real-time by posting monthly figures for Hart-Scott-Rodino (HSR) Act filings. Starting today, the PNO is posting monthly totals for the most recent six-month period, and will update the numbers on a six-month rolling basis on the PNO homepage. While the Commission publicly reports monthly HSR transaction numbers in its