Competition Matters

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?

Earlier this year, the U.S. Supreme Court ruled that the North Carolina State Board of Dental Examiners violated the federal antitrust laws by preventing non-dentists from providing teeth whitening services in competition with the state’s licensed dentists. N.C. State Bd. of Dental Exam’rs v. FTC, 135 S. Ct. 1101 (2015). The Board had argued that, because it is a state agency, it is exempt from liability under the federal antitrust laws.

It’s easy to be blasé about electric power: Flip a switch and the lights come on. Plug in your phone and it recharges. Maybe you have a vague sense that behind the plug is a vast infrastructure of lines and junction boxes, all leading back to far-away power plants that generate electricity. But new technologies and growing interest in ‘green’ energy sources are prompting policymakers to rethink public utility regulation – and suddenly, what happens behind that plug could get a whole lot more interesting.

Today the FTC and DOJ released the FY 2014 Hart-Scott-Rodino Annual Report, which details the agencies’ merger review and enforcement program for October 1, 2013 through September 30, 2014. As the only complete source of data on federal merger enforcement, the HSR Report is worth a close read, but here’s a little preview of our top four most interesting observations, trends, and takeaways from this year’s report.

Every day, the PNO receives many inquiries for interpretations of the Hart-Scott-Rodino statute and rules. Recently, several questions have related to transactions involving rental property, which implicate 16 C.F.R.

In a variety of industries, the FTC advocates for policies that promote competition. Why? Because studies show competition works, for our citizens and for our economy. Competition typically improves consumer welfare through lower prices, expanded output, better service and more innovation.

I am pleased to announce that Ben Gris has been promoted to Assistant Director of the Mergers II Division. Ben joined Mergers II in 2006 from private practice, and became a Deputy Assistant Director of the shop in 2011.

FTC staff has doggedly tracked down information about competition in the pet medications industry for the past several years. Why? Because it’s a large and growing consumer market. With 65 percent of American households owning a pet, and retail sales of prescription pet medications expected to top $10 billion by 2018, it is clearly a market where competition could benefit consumers. Most consumers pay for pet meds out-of-pocket and do not have pet health insurance that covers these expenses.

Consumers frequently contact the Bureau of Competition to alert us that the cost of a prescription drug suddenly spiked up, and ask if the FTC can take antitrust action to bring the price back down. The answer in a nutshell is that it depends on the reason for the price change.