Tag: Merger

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In The Wizard of Oz, Dorothy was told to ignore the man behind the curtain. Some may argue that the same guidance applies to ancillary parts of a merger or joint venture agreement. These can include non-solicitation and non-compete provisions. Even when such provisions are ancillary...
The wellness strategy of the moment is mindfulness: focusing on the present and being completely aware of your situation. Even in the corporate sphere, there are good reasons for anyone in governance to take a self-assessment. Am I living in the now, what is my position in the world,...
Crafting effective merger remedies is one of the Commission’s most important tasks. Done well, a divestiture prevents the competitive harm likely to result from a proposed merger and ensures that competition remains as robust as it was premerger.
Designing effective merger remedy orders is one of the Commission’s most important tasks. An effective merger remedy prevents the merger from causing harm.
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...
The PNO routinely provides informal guidance on Hart-Scott-Rodino reporting obligations that arise when combining not-for-profit entities, typically in the context of hospital combinations. In the past, much of this guidance focused on whether the combination resulted in a change of "...
Lawyers who have been paying attention to such things might recall the predicted fallout from the decision in Akzo Chemicals Ltd v. European Commission, Case C-550/07-P (September 14, 2010). In Akzo, the ECJ held that internal communications between in-house counsel and their...
Last month, Judge Tanya S. Chutkan of the United States District Court for the District of Columbia granted the FTC’s Motion for Preliminary Injunction, halting Wilhelmsen’s proposed acquisition of Drew Marine following a 10-day hearing.
Longfellow said “It takes less time to do a thing right than to explain why you did it wrong.” We agree, especially when it comes to designing effective merger remedies—ones that maintain competition at pre-merger levels so that the merger does not lead to higher prices, lower quality...
The Bureau of Competition has undertaken several initiatives to streamline our merger review process in order to reach swifter resolutions—whether that be clearance, a negotiated settlement, or a lawsuit. As part of these efforts, we are announcing a new Model Timing Agreement for the...
An important aspect of the FTC’s Premerger Notification Program is the granting of early terminations. Any person filing an HSR form may request that the waiting period be terminated before the statutory waiting period expires, allowing the parties to consummate their deal.
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...
Most antitrust practitioners are attuned to advising clients about the antitrust risk that a proposed acquisition may violate Section 7 of the Clayton Act. But counsel and clients must also be conscious of the risks of sharing information with a competitor before and during merger...
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...
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...
The staff of the Premerger Notification Office processes, reviews, and answers inquiries related to around two thousand transactions, involving roughly 4,000 HSR filings, each year. The number one priority of the PNO is to process incoming HSR filings in a timely fashion so Bureau of...
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...
Today the FTC and DOJ released the Hart-Scott-Rodino Annual Report for Fiscal Year 2016. The Report is the 39th accounting of the agencies’ premerger notification program under the HSR Act, and it covers all premerger notification and merger enforcement activity initiated between...
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...
The Hart Scott Rodino (HSR) Act and Rules require that parties to certain mergers and acquisitions submit premerger notification filings and wait before consummating the transaction. Parties must often balance the HSR filing requirement with a number of other regulatory requirements,...

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