Competition Matters

If your HSR compliance program tracks only those acquisitions that require a payment, you may miss a variety of reportable acquisitions, leading to liability and fines for failures to file. In most situations, you have to file notification under the Hart-Scott-Rodino Act before you pay to purchase voting securities, assets, or certain non-corporate interests. As a result, many HSR compliance programs kick in when someone has to write a check. Below we flag some examples of situations in which you may need to file – a compliance program that won’t catch these isn’t doing its job.

The FTC is eyeing its Contact Lens Rule and has announced the agenda for a March 7, 2018 workshop, The Contact Lens Rule and the Evolving Contact Lens Marketplace.

Last week, I spoke about a topic that has attracted a lot of popular interest in antitrust enforcement lately—vertical merger enforcement. We view vertical mergers as an important part of the FTC’s enforcement agenda. However, it is true that, relative to horizontal mergers, vertical mergers are a smaller part of the workload of the FTC and the DOJ’s Antitrust Division.

When preparing an HSR filing for a proposed acquisition, some practitioners counsel their clients not to submit binding agreements or side letters negotiated between the merging parties that reflect the parties’ antitrust review obligations, risk-sharing commitments, and potential remedial measures. Some claim that these “side agreements” are ancillary to the main agreement, while others withhold such side agreements believing they are protected by a common interest privilege or as part of a joint defense agreement.

On Monday, November 27, 2017, the Premerger and Division Statistics Unit of the Antitrust Division of the Department of Justice is relocating to the Liberty Square Building at 450 Fifth Street, N.W.

As of November 27, 2017, all mail and overnight deliveries related to HSR filings should be addressed to:

Department of Justice
Antitrust Division
Premerger and Division Statistics Unit
450 Fifth Street, N.W.
Suite 1100
Washington, DC 20530-0001

Recently, the Bureau of Economics published "Conditional Pricing Practices -- A Short Primer" as part of its Economic Issues series.

In order to reduce the burden associated with submitting detailed information for every document withheld on a claim of privilege, the Bureau has established an optional two-step privilege log process. Rather than submitting a complete privilege log for all withheld documents and custodians, parties may opt to initially submit an abbreviated log of documents withheld on a claim of privilege. This is called a Partial Log.

Moving to a new state can be daunting—packing, finding a new place to live, looking into options for schools, and finding the best local pizzeria. But if you’re one of the millions of Americans who need a license in order to work, the biggest hurdle could be getting a license in your new state. And it’s likely to involve more than just paperwork and fees. Because licensing requirements often vary from state to state, you might have to take additional courses or obtain specialized on-the-job experience—even if you’ve been working in the same profession for years.

Should the government spend its time protecting consumers from ugly throw pillows or droopy floral arrangements? Should the government force an African hair-braiding expert to also study makeup application or nail art in order to work? Should a job-seeking military spouse be expected to comply with a whole new set of licensing requirements—and pay a hefty fee—every single time the family relocates to a different state?