The US DOJ fines two US software companies for improperly coordinating their actions before closing of the merger in violation of the HSR Act and Section 1 of the Sherman Act (CA/Platinum)

The Department of Justice has just brought a case that should cause merging parties to take even greater precautions to ensure they do not improperly coordinate before closing. The DoJ complaint alleges violations both of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) and of Section 1 of the Sherman Act.. We believe this case is of interest for three reasons. First, unlike previous gun-jumping cases, some of the conduct alleged here is arguably not dramatically different in kind from conduct that merging entities regularly undertake. Second, the case was brought long after the HSR waiting period had expired and the transaction had closed. Third, the case provides an object lesson in the pitfalls of antagonizing the antitrust agencies. Under the HSR Act, parties to

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Leon B. Greenfield, Douglas Melamed, Thomas Mueller, Ali Stoeppelwerth, The US DOJ fines two US software companies for improperly coordinating their actions before closing of the merger in violation of the HSR Act and Section 1 of the Sherman Act (CA/Platinum), 23 April 2002, e-Competitions Bulletin April 2002, Art. N° 37273

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