Competition Matters

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A little piece of paper goes a long way to promote contact lens competition

More than 40 million U.S. consumers benefit from contact lens competition. Demand for contact lenses has been growing over the past decade, and there are more places for consumers to shop for contact lenses and refill their prescriptions – in-person from eye-care providers, optical chains, and wholesale clubs, and on-line as well. Innovation has improved the comfort and convenience of contact lenses, and many people have switched from one-year lenses to daily disposable lenses.

Taking a hard look at the asset package

On Monday, the FTC accepted for public comment a proposed consent order involving a consummated merger in the eye care industry. According to the complaint, Valeant Pharmaceuticals’ 2015 acquisition of Paragon Holdings reduced competition for polymer discs (aka buttons) used to make three types of rigid gas permeable (hard) contact lenses.

Competitive job markets offer more than just fringe benefits

Looking for a new job can be stressful, whether you are a new worker applying for your first job or a highly trained professional seeking to advance in your career. The last thing a job-seeker should have to worry about is a back-room deal among employers that keeps her from getting the job of her dreams or from being offered a fair salary.

LBOs and the size of transaction test

The Premerger Notification Office is often asked to give guidance on how to determine the value of a proposed merger or acquisition in light of the size of transaction test. The size of transaction test excludes transactions from the reporting requirements of the Hart-Scott-Rodino Act if they are valued below the annually adjusted dollar threshold. The current size of transaction threshold is $78.2 million.

New and improved HSR Form Instructions – plus filing by DVD

On August 26, 2016, the FTC, with the concurrence of the Antitrust Division of the Department of Justice, took steps to make the process of completing and submitting Hart-Scott-Rodino premerger notification filings easier. The effective date of the new rules is today, September 1, 2016.

A compliance check for collaborators who also compete

Last week, Fortiline settled charges that it invited a competing seller of ductile iron pipe (DIP) to fix prices. This is the first case in which the FTC has challenged an invitation to collude by a firm that is in both a horizontal relationship (i.e., direct competitor) and a vertical relationship (i.e., manufacturer-distributor) with the invitee.

Snapshots vs. panoramic views of merger enforcement

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 of HSR filings, Second Requests and merger enforcement actions, including HSR compliance and merger cases filed by the agencies in federal court.

New BC trial chief

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 of experience in antitrust litigation, first at Howrey LLP and then at Baker Botts, where he was a partner in the antitrust group.

What does it take to settle a merger case?

Look at any recent merger settlement accepted by the Commission and the answer is clear: An acceptable merger remedy must eliminate the potential for anticompetitive effects that would likely occur if the merger were to proceed. Typically this means creating another competitor to take the place of one of the merging companies so that customers are not harmed by the merger. In short, a merger remedy must fix the specific competitive problems created by the merger.

Inflation increases for maximum civil penalty amounts

Last year, federal agencies, including the FTC, were instructed to adjust the maximum civil penalties for violations of laws they enforce. The Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015 requires agencies to adjust penalty amounts using the “catch-up” inflation adjustment methodology contained in the Act.

Celebrating the Solstice - FTC-style

Looking for ways to celebrate the summer solstice? Tune in to the FTC's workshop on competition and consumer protection issues in solar energy. Tomorrow, on June 21, scientists, academics, regulators, and other industry experts will come together for a series of presentations and roundtables to discuss:

Competition, innovation, and legal services

The legal services marketplace, like many sectors of the economy, is experiencing dynamic change. Among other things, clients have demanded more cost-effective and efficient services, and legal services providers increasingly use computer technologies to deliver their services. Dynamic changes in the legal services marketplace continue to raise questions about how to define the scope of the licensed practice of law.

Wiring your HSR filing fee just got easier

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.

The FTC has recently made some changes that will make it easier to get your HSR filing fee to the agency.  This blog provides an overview of what’s new.

Corporate or Non-Corporate? A New Approach To Classifying Foreign Entities Under HSR Rules

Under the Hart-Scott-Rodino (HSR) Act and Rules, determining whether a U.S. entity is a corporation or a non-corporate entity (like an LLC or LP) is relatively clear.  For foreign entities, the answer is often not so clear. Yet this determination can have important implications for HSR reportability and the applicability of certain exemptions (e.g., 16 CFR §§ 802.9, 802.51).

Health-y reading

Now available on the FTC website: the Bureau of Competition’s Health Care Division has posted updated versions of our three overviews of FTC enforcement actions and policy work in the health care sector undertaken across the Bureau. Together, these documents contain hundreds of pages of detailed summaries of four decades of FTC efforts to promote competition in healthcare markets – which make them invaluable resources for health care antitrust practitioners, market participants, and other stakeholders.

What’s the interest in partial interests?

Most mergers reviewed by the Commission involve the acquisition of an entire company, or an identifiable set of assets – that is, the buyer seeks to control the assets of the seller through an acquisition. But sometimes companies acquire only a partial interest in a competitor – and such an interest, even a minority interest, can raise antitrust concerns, too.

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