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).
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.
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.
Look up and you just might see one: solar panels are on top of more homes and businesses than ever before. Around the country, rooftop solar is an increasingly important source of electricity. For many customers with solar panels, solar power provides most of their electricity; many even sell power back to the power company.
Recently, President Obama issued a call to all executive departments and agencies “to promote competition, arm consumers and workers with the information they need to make informed choices, and eliminate regulations that restrict competition without corresponding benefits to the American public.” We here at the Federal Trade Commission are uniquely positioned to help in this effort.
Once a year, the ABA Antitrust Section Spring Meeting presents the perfect occasion to take stock of the Bureau’s work. This has been an especially busy year for the Bureau of Competition, requiring extraordinary effort from our attorneys and support staff to keep up with the unprecedented litigation workload. As of today, we have multiple merger challenges in various stages of active litigation, as well as three federal court cases involving reverse patent settlements or sham litigation.
For more than 15 years, one of the FTC’s top priorities has been to put an end to anticompetitive reverse-payment settlements between brand-name drug makers and their potential generic rivals. In our view, these settlements are anticompetitive agreements not to compete in which the brand pays the generic to refrain from marketing a lower cost, generic product for a period of time.
Ten years ago this month, the FTC and DOJ issued the Commentary on the Horizontal Merger Guidelines.
“Oh, if I could but live another century and see the fruition of all the work for women. There is so much yet to be done.” – Suffragist Susan B. Anthony (1820-1906)
The consumer movement, trust-busting, the women’s movement, and the work of the FTC have traveled parallel (and often intersecting) paths. Women’s History Month offers us a chance to consider the contribution women have made to the mission of the FTC and the unprecedented moment in women’s history we’re witnessing at the FTC today.
There is a basic but important difference between antitrust cases brought by the government and those brought by private parties: All plaintiffs, including government enforcers like the FTC, must prove an antitrust violation, which requires showing harm to competition. But private plaintiffs must make an additional showing: to establish antitrust ‘standing,’ private plaintiffs must prove that the antitrust violation caused harm to them.
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.
Videos from the live webcast of our Jan. 19th event are now available.
Today’s the day we open the hood to explore competition issues around state regulation of motor vehicle distribution. If you can’t attend our day-long workshop, watch the live webcast using the LIVE WEBCAST link on the Auto Distribution workshop page.
Since 2004, brand-name and generic drug manufacturers have filed certain agreements with the FTC and DOJ as required by the Medicare Prescription Drug, Improvement and Modernization Act (also known as MMA filings).
It’s been a busy year for antitrust news. And in case you missed any particular event, here’s my list of the top ten FTC-related antitrust developments for 2015:
For many of us, the holiday season involves at least one loooong automobile ride. We travel over the river and through the woods in our beloved cars, our trunks stuffed with presents for family and friends. Today, the way we buy those presents and the way we buy the car that carries them look very different. While the retail landscape has changed dramatically in the last 50 years, the system of automobile sales in the United States has stayed mostly the same. Are consumers benefitting from the current distribution system for automobiles or are changes needed?
The New York State Public Service Commission is on a path to move away from traditional cost-of-service regulation for electric utilities. This is good news for New York consumers who might be looking to lower their electric bill or reduce their reliance on the power grid. In fact, the policy move is motivated by advances in energy technology, increased concerns about the environmental impact of fossil-fuel generation, and consumers’ interest in having more direct control over their electric service.
During an antitrust investigation, we often hear that our concerns fail to account for disruptive forces that will soon emerge and shake up the competitive dynamic in the market in the near future—from an innovative newcomer or from the emergence of a completely new business model. I recently went to the Pacific Northwest, a hotbed of innovation and new ideas, to talk about the role of disruptive business models in U.S. antitrust analysis.
With a tinge of both nostalgia and anticipation, I am pleased to announce a number of management changes at the Bureau. As you may have heard, Deputy Director Steve Weissman will be returning to private practice shortly. Steve is heading back to Baker Botts, where he will help lead the firm’s antitrust group. Steve has been a terrific deputy with numerous accomplishments, including leading the FTC team to victory in FTC v. Sysco/US Foods.
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 nature of the stock market.
What are the HSR notification thresholds for voting securities?