Competition Matters

How to avoid delays when paying HSR filing fees

The PNO handles Hart-Scott-Rodino Premerger Notification Filings for well over a thousand transactions each year. Each transaction requires the acquiring person to pay an HSR filing fee, which must be paid within two days of filing an HSR Form in order for the HSR waiting period to begin. If payment isn’t received on time, the PNO will "bounce" the filing as incomplete and delay the start of the waiting period. Here are some tips to help ensure that your HSR filing fee payment is received and processed promptly.

Divestitures may include assets outside the market

According to the Bureau’s Statement on Negotiating Merger Remedies, the goal of a structural merger remedy is to maintain or restore competition in the markets affected by the merger while allowing the parties to proceed with those parts of the merger that do not raise competitive concerns. Usually, this approach results in a Commission order to divest key assets or capabilities to a buyer that will become a new competitor in the market and that can maintain the competitive status quo.

Power shopping for an alternative buyer

In recent investigations of hospital mergers, the merging parties often make the argument that the acquired firm is flailing, if not outright failing. Thus, the argument goes, the transaction is necessary to keep the acquired hospital in operation. But courts have set stringent requirements for meeting the failing firm defense, and as set out in the Horizontal Merger Guidelines §11, a company can assert what is known as a “failing firm” defense only if

Changes to Commission Rule 3.26 re: Part 3 proceedings following federal court denial of a preliminary injunction

From time to time, the Commission revises its rules of practice in the interest of fairness, flexibility and efficiency—in other words, to improve the process it relies on for its investigations, studies and adjudicative proceedings. For instance, in 2009, the Commission made comprehensive changes that overhauled the Commission’s Part 3 adjudicative proceedings with the main goal of addressing concerns that they were too protracted.

Milestones in FTC history: HSR Act launches effective premerger review

Some will remember 1976 as the year of the nation’s bicentennial, but it was also the year that Congress gave the antitrust agencies an important tool to prevent harmful mergers before the harm occurs and before the assets and operations of the merging parties are joined in a way that precludes effective relief after-the-fact. 

Comments due by March 17 on proposed Merger Remedy study

There is still time to submit public comments on the FTC’s proposal to study the effectiveness of its remedial orders in merger cases. Fifteen years have passed since the Bureau’s previous Divestiture Study, which resulted in a number of important findings that caused the Commission to refine its approach and improve its orders.

Separating fact from opinion

Although FTC staff often rely on voluntary requests for information in the early stages of an investigation, the use of official subpoena and civil investigative demands authorized by the Commission is essential to uncover potential law violations, and when necessary, to pursue a law enforcement action in court to remedy any harm to competition.

Supreme Court: Self-interested boards must be actively supervised

Yesterday, the Supreme Court affirmed the Fourth Circuit’s decision to uphold the FTC’s order against the North Carolina State Board of Dental Examiners In a tour-de-force opinion laying out the proper scope of the state action doctrine first articulated in Parker v.

FTC Milestone: A New Age Dawns for the FTC’s Competition Work

As anyone of a certain age can attest, the 1970’s were all about change. Hairstyles and hemlines were obvious signs, but in the world of antitrust, change came in the form of applying competition standards to the “learned professions,” and new thinking about the role of competition in helping contain health care costs.

Examining health care competition: appointment reminder

Reminder: your appointment is coming up soon! Staff of the Federal Trade Commission and the U.S. Department of Justice Antitrust Division just posted the agenda for next week’s two-day health care workshop. One look, and you won’t need a second opinion – you definitely will want to attend.

9th Circuit affirms: St Luke’s/Saltzer merger violates Section 7

The Ninth Circuit today affirmed the district court’s ruling that the merger of St. Luke’s Health Systems, Ltd. and Saltzer Medical Group violated Section 7 of the Clayton Act. Nearly two years ago, the Commission and the State of Idaho filed a complaint in federal court alleging that the combination of St.

Examining health care competition: time for the next check-up

Take a deep breath and hold it. Release. Now open your mouth and say, “aaahhh.”

Just as it is prudent to have your health examined regularly by professionals, we believe it is wise to periodically examine the competitive dynamics in the ever-evolving health care marketplace, a critical sector of the American economy.

HSR threshold adjustments and reportability – 2015 edition

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. The PNO fields many questions about the upcoming adjustments to the HSR thresholds from parties whose transactions may take place around the time of the revisions. 

Unflattering resemblance

As discussed in a previous blog post, trade association members are subject to the same antitrust rules of the road as other companies or individuals who happen to be competitors. That means no price fixing, bid rigging, customer allocation or market division allowed, because these types of agreements are so plainly harmful that courts have condemned them as per se violations of the antitrust laws.

How to avoid common HSR filing mistakes with Item 4(c) and 4(d) documents

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 of 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.

Ten Competition Happenings for 2014

This is the week for lists, so here’s one for competition watchers looking for something to read in between watching football games and reading other lists.  In addition to the many speeches by the Chairwoman and Commissioners on a wide variety of topics, here are some key FTC competition documents worth a second look from the year that was:

PNO closed on December 26

Per an executive order by President Obama, executive branch non-Postal Service employees are excused from duty on Friday, Dec. 26, 2014. The Premerger Notification Office will not be open to accept HSR filings on that date. Please note that this will not change HSR waiting periods. If you have a filing with a waiting period scheduled to end on Dec. 26, 2014, that waiting period will not be affected.

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