US Supreme Court

Dominance

The US State of New York Senate adopts the Twenty-First Century Antitrust Act to amend its state antitrust law
Cleary Gottlieb Steen & Hamilton (Washington)
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Cleary Gottlieb Steen & Hamilton (Washington)
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Cleary Gottlieb Steen & Hamilton (Washington)
The New York state Senate has passed the “Twenty-First Century Antitrust Act” (S. 933) to amend its state antitrust law, radically changing the risks of doing business in New York. It ostensibly aims at so-called “Big Tech,” but applies to all businesses, even those having very little contact with (...)

The US State of New York Senate adopts a legislation prohibiting abuse of dominance and requiring new thresholds for the State’s pre-merger notification system
White & Case (Washington)
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White & Case (Washington)
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White & Case (Washington)
While Congress has been the epicenter of an ongoing antitrust debate—with US legislators on both sides of the aisle urging vast reforms—the New York State legislature is pursuing a state bill that would arguably ensnare more conduct and transactions in antitrust law’s web than anything proposed, (...)

The US Congress signs a legislation aimed at reducing prescription drug prices by supporting generic and biosimilar alternatives to branded drugs
White & Case (New York)
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White & Case (Boston)
On April 23, 2021, President Biden signed into law two bipartisan bills aimed at reducing prescription drug prices by supporting generic and biosimilar alternatives to branded drugs. The Ensuring Innovation Act supports generic drugs by clarifying the technical qualifications for earning (...)

The US Senate introduces Senator Hawley’s proposal for an important antitrust reform aimed at Big Tech, Big Banks, Big Telecom, and Big Pharma
White & Case (New York)
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White & Case (Washington)
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Meta (Washington DC)
Sen. Hawley’s "Trust-Busting for the Twenty-First Century Act," introduced on April 12, 2021, takes aim at "Big Tech, Big Banks, Big Telecom, and Big Pharma" by proposing to curb mergers and acquisitions by large corporations and ease the way for prosecutors and private plaintiffs to prevail in (...)

The US Government announces two key nominations at the White House and the FTC that signal a pro-enforcement approach to antitrust policy
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (Washington)
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Skadden, Arps, Slate, Meagher & Flom (Washington)
President Biden has signaled a pro-enforcement approach to antitrust policy by naming Columbia Law School professor Tim Wu as a White House adviser and nominating Lina Khan, who also teaches at Columbia Law, to be commissioner of the Federal Trade Commission (FTC). Both are known for expansive (...)

The US FTC publishes its annual report on pharmaceutical patent settlements
White & Case (Washington)
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White & Case (New York)
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White & Case (Washington)
On December 3, 2020, the Federal Trade Commission (FTC) published its annual report on pharmaceutical patent settlements filed with the FTC under the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (MMA)—its fourth annual review since the Supreme Court’s seminal decision in (...)

The US FTC issues a report for the 2017 fiscal year on pharmaceutical firms’ patent settlements with generic competitors
US Federal Trade Commission (FTC) (Washington)
FTC Staff Issues FY 2017 Report on Branded Drug Firms’ Patent Settlements with Generic Competitors* The number of reverse-payment agreements remains low; for the first time since FY 2004, no agreement contains a no-AG commitment. According to a new FTC staff report, the total number of final (...)

The US DoJ issues guidance on the use of arbitration and launches small business help center
US Department of Justice (Washington DC)
Justice Department Issues Guidance On The Use Of Arbitration And Launches Small Business Help Center* The Antitrust Division of the Department of Justice announced the publication of two new resources on its website today. First, the division issued updated and supplemental guidance on the (...)

The US DoJ announces measures to further its pursuit of antitrust and related crimes in government procurement and program funding
Covington & Burling (Washington)
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Covington & Burling (Washington)
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Covington & Burling (Washington)
Just over a year after launching the Procurement Collusion Strike Force (“PCSF”), the U.S. Department of Justice’s Antitrust Division (“DOJ”) announced new measures to further its pursuit of antitrust and related crimes in government procurement, grant, and program funding. These changes expand the (...)

The US House of Representatives Judiciary Committee issues the majority report of its investigation of competition in digital markets
Bona Law (Detroit)
Classic Antitrust Cases: Trinko, linkLine and the House Report on Big Tech* On October 6, 2020, the Antitrust Subcommittee of the U.S. House Judiciary Committee issued its long-anticipated Majority Report of its Investigation of Competition in Digital Markets. As expected, the Report detailed (...)

The US DoJ releases a positive Business Review Letter blessing the amendments of the International Swaps and Derivatives Association to address interest rate benchmarks (International Swaps and Derivatives Association)
White & Case (New York)
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White & Case (New York)
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White & Case (New York)
For the thousands of financial institutions anxiously watching the discontinuation and transition from certain interbank offered rates (“IBORs”), 2020 just got a little less chaotic. On Thursday, October 1, 2020, the United States Department of Justice Antitrust Division issued its highly (...)

The International Competition Network addresses enforcement and policy challenges of the digital economy conference co-hosted with the US DoJ and FTC
US Federal Trade Commission (FTC) (Washington)
International Competition Network Addresses Enforcement and Policy Challenges of the Digital Economy at United States-Hosted 19th Annual Conference The International Competition Network held its 19th annual conference on Sept. 14-17, 2020. Co-hosted by the Federal Trade Commission and the (...)

The US State of New York Senate proposes legislation to modernize its antitrust law and expands the State’s and private litigants’ ability to litigate against companies for anti-competitive conduct
Constantine Cannon (New York)
New York Could Lead the Nation Into 21st Century Antitrust Enforcement* New York is on the verge of revamping state antitrust enforcement to tackle competition issues of the 21st Century. On September 14, 2020, the Consumer Protection Committee of the New York State Senate held a virtual (...)

The US DoJ signs antitrust cooperation framework with US FTC and competition authorities in Australia, Canada, New Zealand, and the United Kingdom
US Department of Justice (Washington DC)
Assistant Attorney General Makan Delrahim Signs Antitrust Cooperation Framework With Australia, Canada, New Zealand, And United Kingdom* Multilateral Mutual Assistance and Cooperation Framework aims to boost international cooperation efforts Today, Assistant Attorney General Makan Delrahim (...)

The US FTC signs Multilateral Mutual Assistance and Cooperation Framework with US DOJ and competition authorities in Australia, Canada, New Zealand, and the United Kingdom
US Federal Trade Commission (FTC) (Washington)
FTC Chairman Joseph J. Simons Signs Antitrust Cooperation Framework with Australia, Canada, New Zealand, and United Kingdom* Multilateral Mutual Assistance and Cooperation Framework seeks to improve cooperation in an increasingly global economy Today, Federal Trade Commission Chairman Joseph (...)

The US DoJ Assistant Attorney General announces re-organization of the Antitrust Division’s civil enforcement program
US Department of Justice (Washington DC)
Assistant Attorney General Makan Delrahim Announces Re-Organization of the Antitrust Division’s Civil Enforcement Program* Changes Will Allow for More Vigilant Enforcement, Deeper Expertise in Technology Trends The Department of Justice’s Antitrust Division announced today that it is creating (...)

The US House of Representatives Judiciary Committee holds hearings of a multinational online retail platform for antitrust claims (Amazon / Google / Apple / Facebook)
Bona Law (Detroit)
Big Tech Hearings: What Do They Tell Us About Amazon and Antitrust?* The U.S. House Antitrust Subcommittee of the Judiciary Committee’s recent hearings into “big tech” and antitrust were “must see TV” for antitrust attorneys. Over the five hours of testimony, many interesting questions were asked (...)

The US DoJ signs historic memorandum of understanding with the Securities and Exchange Commission
US Department of Justice (Washington DC)
Justice Department’s Antitrust Division And The Securities And Exchange Commission Sign Historic Memorandum Of Understanding* The Department of Justice’s Antitrust Division and the Securities and Exchange Commission have signed an interagency Memorandum of Understanding (“MOU”) to foster (...)

The US DoJ publishes a guidance on evaluation of corporate compliance programs for companies
Portolano Cavallo (Milan)
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Portolano Cavallo (Milan)
Companies operating in multiple countries need compliance programs that take into account varying national requirements. In Italy, for example, the Supreme Court recently established that in addition to Italian companies, foreign companies are required to implement compliance programs (known (...)

The US State of California becomes the first State to enact legislation rendering certain pharmaceutical patent litigation settlement agreements presumptively anticompetitive
White & Case (Washington)
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Allen & Overy (Palo Alto)
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White & Case (New York)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On October 7, 2019, California became the first state to enact legislation— Assembly Bill 824 (“AB 824”)—rendering certain pharmaceutical patent litigation (...)

The US Patent and Trademark Office Director calls for a balanced and structured policy for patent licensing negotiations in standards organizations
Rutgers University (Camden)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. Standards allow companies to build compatible products. But they often include patents. And patents present complex issues. Licensors agree to reasonably license (...)

The US Assistant Attorney General Delrahim announces changes to the Justice Manual designed to incentivise antitrust compliance programs
Baker Botts (Washington)
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Baker Botts (Washington)
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Baker Botts (Washington)
On July 11, 2019, Assistant Attorney General Makan Delrahim announced changes to the Justice Manual designed to incentivize the implementation and use of antitrust compliance programs. Chief among these changes is a reversal of the Antitrust Division’s longstanding policy of refusing to (...)

The US DoJ announces new approach to incentivizing and evaluating corporate antitrust compliance programs
Arnold & Porter Kaye Scholer (Washington)
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Arnold & Porter Kaye Scholer (New York)
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Arnold & Porter Kaye Scholer (Washington)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. I. Overview On July 11, 2019, Makan Delrahim, Assistant Attorney General for the Antitrust Division (the Division) of the DOJ, announced the Division’s new (...)

The US DoJ reverses long-standing policies and issues detailed guidance on corporate antitrust compliance programs
Linklaters (New York)
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Linklaters (New York)
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Linklaters (New York)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. In a major policy shift applauded by companies and compliance professionals, on July 11 the Antitrust Division (the “Division”) of the U.S. Department of Justice (...)

The US DoJ announces it will consider deferred prosecution agreements for companies demonstrating “good corporate citizenship”
Gibson Dunn (Washington)
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Gibson Dunn (Washington)
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Gibson Dunn (Los Angeles)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. The DOJ Antitrust Division recently announced that it will allow prosecutors to resolve criminal antitrust investigations with deferred prosecution agreements (...)

The US DoJ Antitrust Division publishes new policy that significantly enhances the importance of compliance programs
Crowell & Moring (Washington)
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McDermott Will & Emery (New York)
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McDermott Will & Emery (Washington)
THE LATEST: NEW DOJ ANTITRUST DIVISION POLICY MAKES COMPLIANCE PROGRAMS MORE CRITICAL THAN EVER* What Happened: Last week, the Antitrust Division reported that it has changed its Justice Manual to state that it will consider antitrust compliance at the charging stage in criminal antitrust (...)

The US DoJ announces changes to its antitrust compliance program policy which include increased leniency for companies with robust compliance programs
Norton Rose Fulbright (New York)
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Norton Rose Fulbright (New York)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. In a historic shift, prosecutors with the US Department of Justice’s (DOJ) antitrust division (the "Division") will now consider providing credit in the charging (...)

The US DoJ announces new policy to consider the existence of effective antitrust compliance programs at the charging stage of criminal antitrust investigations
Shearman & Sterling (New York)
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Amazon
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Shearman & Sterling (Washington)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. The Antitrust Division of the U.S. Department of Justice (Division) finally will consider the existence of effective antitrust compliance programs at the (...)

The US DoJ announces criminal enforcement policy that boosts the value of antitrust compliance programs
Farmer Brownstein Jaeger (San Francisco)
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Jones Day (San Francisco)
The U.S. Department of Justice Antitrust Division ("DOJ") recently announced significant revisions to its criminal enforcement policies regarding the value it places on a company’s pre-existing antitrust compliance program. Longstanding DOJ policy denied credit to companies at the charging stage (...)

The US FTC announces the creation of a new task force to scrutinize competition in the tech industry
Clifford Chance (Washington)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On February 26, 2019, the US Federal Trade Commission’s (“FTC”) Bureau of Competition—the arm through which the FTC enforces US federal antitrust laws—announced the (...)

The US FTC holds two panels examining antitrust issues in labor markets as part of its hearings on competition and consumer protection in the 21st century
Analysis Group (Boston)
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Analysis Group (Boston)
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Analysis Group (Boston)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. Over the past few years, antitrust issues in labor markets have emerged as a focal point in regulatory enforcement. In October 2016, following a series of (...)

The US Congress implements a law requiring drug manufacturers to disclose biologic patent settlement agreements to antitrust Authorities
Jones Day (Washington)
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Jones Day (Washington)
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Jones Day (Washington)
New Law Requires Disclosure of Biologic Patent Settlement Agreements to Antitrust Authorities* Last week, the Patient Right to Know Drug Prices Act ("Act") became law. The Act requires pharmaceutical companies to disclose to antitrust agencies agreements between biologic and biosimilar (...)

The US FTC and DoJ issue revised antitrust guidelines for international enforcement and cooperation
Gibson Dunn (New York)
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Weil, Gotshal & Manges (Washington)
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Gibson Dunn (Washington)
Revised Antitrust Guidelines for International Enforcement and Cooperation issued by FTC and DOJ* On January 13, 2017, the DOJ and FTC jointly issued final updated Antitrust Guidelines for International Enforcement and Cooperation (Updated International Guidelines), which replace the 1995 (...)

The US FTC and DoJ publish antitrust guidelines for international enforcement and cooperation
McDermott Will & Emery (Washington)
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Crowell & Moring (Washington)
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McDermott Will & Emery (Washington)
On Friday, January 13, 2017, the Department of Justice (DOJ) and Federal Trade Commission (FTC) released the new Antitrust Guidelines for International Enforcement and Cooperation. These guidelines were jointly developed by the agencies and serve to update the Antitrust Enforcement Guidelines (...)

The US FTC and DOJ publish the proposed antitrust guidelines for international enforcement and cooperation
Jones Day (Cleveland)
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Jones Day (Washington)
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Jones Day (Washington)
The Federal Trade Commission and the Department of Justice have published for public comment proposed Antitrust Guidelines for International Enforcement and Cooperation ("2016 Proposed Guidelines"). This would be the third iteration of international enforcement guidelines, following the (...)

The US FTC and DoJ jointly issue antitrust guidance for human resource professionals
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (Washington)
On October 20, 2016, the Antitrust Division of the Department of Justice (DOJ) and the Federal Trade Commission (FTC) jointly issued new guidance designed to help human resources professionals and their companies understand the potential antitrust implications of their work. The guidance (...)

The US District Court for the District of Columbia grants motions to dismiss two parallel antitrust complaints filed by the FTC and a group of State AGs against a social media company for monopolization, with the FTC being allowed to file an amended complaint in 30 days (Facebook)
Skadden, Arps, Slate, Meagher & Flom (Washington)
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Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
On June 28, 2021, Judge James E. Boasberg of the U.S. District Court for the District of Columbia granted Facebook’s motions to dismiss two parallel antitrust complaints filed by the Federal Trade Commission (FTC) and a group of state enforcers. The complaints accused Facebook of illegally (...)

The US DoJ announces that a ready-mix concrete company admitted to fixing prices and rigging bids (Argos USA)
US Department of Justice (Washington DC)
Ready-Mix Concrete Company Admits to Fixing Prices and Rigging Bids in Violation of Antitrust Laws* Argos USA LLC, a producer and seller of ready-mix concrete headquartered in Alpharetta, Georgia, was charged with participating in a conspiracy to fix prices, rig bids, and allocate markets for (...)

The US FTC sues the world’s dominant social network company for illegal monopolization, requiring the divestment of its acquisitions of up-and-coming rivals, and prohibits the imposition of anti-competitive conditions on software developers (Facebook)
US Federal Trade Commission (FTC) (Washington)
FTC Sues Facebook for Illegal Monopolization* The Federal Trade Commission today sued Facebook, alleging that the company is illegally maintaining its personal social networking monopoly through a years-long course of anticompetitive conduct. Following a lengthy investigation in cooperation (...)

The US State of New York AG leads a bipartisan lawsuit by 46 State AGs, the District of Columbia AG, and the Territory of Guam AG seeking to end a dominant social network company’s allegedly illegal monopoly, including predatory acquisitions and a reduction of privacy protections for consumers (Facebook)
Office of the New York State Attorney General (Albany)
Attorney General James Leads Multistate Lawsuit Seeking to End Facebook’s Illegal Monopoly* AG James Leads Bipartisan Coalition of 48 Attorneys General Charging Anticompetitive Conduct Facebook Thwarted Competition, Reduced Consumer Privacy for Profits New York Attorney General Letitia James (...)

The US DOJ and 11 State AGs start a landmark court case against a Big Tech company for exclusionary agreements in the search and search advertising markets (Google)
US Department of Justice (Washington DC)
Justice Department Sues Monopolist Google For Violating Antitrust Laws* Department Files Complaint Against Google to Restore Competition in Search and Search Advertising Markets Today, the Department of Justice — along with eleven state Attorneys General — filed a civil antitrust lawsuit in the (...)

The US DoJ files an antitrust complaint against a search engine for abuse of dominance (Google)
Orrick, Herrington & Sutcliffe (Washington DC)
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Orrick, Herrington & Sutcliffe (Washington DC)
On October 20, the U.S. Department of Justice filed its long-awaited antitrust complaint against Google, joined by 11 state Attorneys General (Arkansas, Florida, Georgia, Indiana, Kentucky, Louisiana, Mississippi, Missouri, Montana, South Carolina, and Texas). The lawsuit was filed in the U.S. (...)

The US DoJ files a complaint against a search engine for its unlawful monopolization of the search and the search advertising markets (Google)
Hausfeld (London)
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Hausfeld (London)
On 20 October 2020, the US Department of Justice (DoJ) and 11 State Attorney-Generals filed a much anticipated complaint against Google for its unlawful monopolisation of the search and search advertising markets in violation of Section 2 of the Sherman Act (the Complaint). The Complaint is the (...)

The US Court of Appeals for the Federal Circuit reverses a judgment that upheld “skinny labels” and allowed a generic medicine to launch on uses not covered by a patent (GlaxoSmithKline / Teva)
Rutgers University (Camden)
On October 2, 2020, the U.S. Court of Appeals for the Federal Circuit vacated a district court’s judgment in favor of defendant Teva in a case involving “skinny labels.” GlaxoSmithKline LLC v. Teva Pharm. USA, Inc., 976 F.3d 1347 (Fed. Cir. 2020). When a drug can be used to treat multiple (...)

The US FTC requests rehearing en banc by the US Court of Appeals for the Ninth Circuit in the case of global semiconductor company’s standard-essential patent licensing practices (Qualcomm)
US Federal Trade Commission (FTC) (Washington)
FTC Requests Rehearing En Banc of Qualcomm Appeals Panel Decision* The Federal Trade Commission today filed a petition with the U.S. Court of Appeals for the Ninth Circuit requesting rehearing en banc of the August 11, 2020, decision of a panel of that court in the matter of FTC v. Qualcomm (...)

The US Court of Appeals for the Ninth Circuit rules that there is no antitrust violation in a multinational semiconductor company’s licensing of its standard-essential patents (Qualcomm)
Mintz Levin Cohn Ferris Glovsky and Popeo PC (Boston)
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Mintz Levin Cohn Ferris Glovsky and Popeo PC (Washington)
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Mintz Levin Cohn Ferris Glovsky and Popeo PC (New York)
Ninth Circuit Reverses FTC Win in FTC v. Qualcomm, Finding No Antitrust Violations from Qualcomm’s Licensing of its Standard-Essential Patents* In a reversal that came as no surprise to many observers, on Tuesday, August 11, 2020, a unanimous panel of the U.S. Court of Appeals for the Ninth (...)

The US Court of Appeals for the Ninth Circuit strikes down a sweeping injunction against a semiconductor company and reins in an expansive interpretation of the Sherman Act (Qualcomm)
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (Washington)
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Skadden, Arps, Slate, Meagher & Flom (Washington)
On August 11, 2020, the U.S. Court of Appeals for the Ninth Circuit decisively reversed the Federal Trade Commission’s (FTC or Commission) controversial district court win challenging Qualcomm’s licensing practices. In rejecting every aspect of the lower court’s decision, the Ninth Circuit panel (...)

The US Court of Appeals for the Ninth Circuit overturns a ruling finding that a semiconductor company’s licensing practice abused its dominant position (Qualcomm)
Hogan Lovells (Washington)
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Hogan Lovells (Washington)
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United States Senate (Washington)
On 11 August 2020, a panel of the U.S. Court of Appeals for the Ninth Circuit (“Ninth Circuit”), in a unanimous opinion by Judge Callahan, reversed the U.S. Federal Trade Commission’s (“FTC’s”) win in the district court against Qualcomm Inc. (“Qualcomm”) and upheld Qualcomm’s licensing practices, (...)

The US Court of Appeals for the Ninth Circuit reverses a ruling finding that a semiconductor company abuses its dominant position regarding its standard-essential patents (Qualcomm)
Cleary Gottlieb Steen & Hamilton
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Cleary Gottlieb Steen & Hamilton (Washington)
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Cleary Gottlieb Steen & Hamilton (New York)
On August 11, 2020, a Ninth Circuit panel reversed the District Court for the Northern District of California’s judgment in FTC v. Qualcomm, Inc. The panel held that Qualcomm’s conduct—(a) refusing to license its standards essential patents (SEPs) to rival chipset manufacturers; (b) refusing to (...)

The US Court of Appeals for the Third Circuit upholds a lower Court’s ruling certifying a class of pharmaceutical drug purchasers alleging that the defendant engaged in anticompetitive behavior to maintain its monopoly over a drug (Indivior)
Hausfeld (Washington)
On July 28, 2020, a Third Circuit Court of Appeals panel unanimously upheld a lower court ruling certifying a class of Suboxone purchasers who alleged that the defendant Indivior Inc. engaged in anticompetitive behavior to maintain its monopoly over the drug. The Third Circuit panel rejected (...)

The US FTC charges a $10 million fine to a company that illegally maintained a monopoly over the opioid replacement therapy drug Suboxone (Indivior)
US Federal Trade Commission (FTC) (Washington)
Indivior, Inc. to Pay $10 Million to Consumers, Settling FTC Charges that the Company Illegally Maintained a Monopoly over the Opioid Addiction Treatment Suboxone* FTC alleges company used anticompetitive tactics to impede competition from lower-cost generics Indivior, Inc. has agreed to pay (...)

The US State AGs from 33 States and Territories, led by Pennsylvania, Connecticut, New Mexico, and Vermont urge online marketplaces to monitor more rigorously price gouging practices by online sellers using their services (Amazon / Facebook / eBay / Walmart / Craigslist) Free
Office of the Pennsylvania State Attorney General (Harrisburg)
AG Shapiro: Amazon, Facebook, Ebay, Walmart, Craigslist Must Stop Site Price Gouging by Online Sellers* HARRISBURG― Attorney General Josh Shapiro today issued a letter with co-leading Attorneys General Hector Balderas, William Tong, and T.J. Donovan, and 29 of their Attorneys General (...)

The US State AGs from 33 States, led by Pennsylvania AG Shapiro issue a letter urging online marketplaces to monitor more rigorously price gouging practices especially for online sellers (Amazon / Facebook / eBay / Walmart / Craigslist) Free
Troutman Sanders (Richmond)
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Troutman Sanders (Richmond)
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Troutman Sanders (Richmond)
33 Attorneys General Urge Online Sellers To Take Steps To Fight Price Gouging* Today, a bipartisan group of 33 state attorneys general, led by Pennsylvania Attorney General Josh Shapiro, sent a letter urging online marketplaces to more rigorously monitor price gouging practices by online (...)

The US Court of Appeals for the Seventh Circuit finds that the District Court should not have dismissed a monopolization and tying arrangement suit in the telecoms sector (Comcast / Viamedia)
Hausfeld (New York)
On February 24th, a Seventh Circuit Court of Appeals panel ruled unanimously that a District Court should not have dismissed a monopolization and tying arrangement suit brought against Comcast by Viamedia, a supplier of advertising services to cable companies and other television content (...)

The US FTC starts examining acquisitions by 5 Big Tech companies from the 2010-2019 period that were not reported to the antitrust agencies under the Hart-Scott-Rodino Act (Alphabet / Amazon / Apple / Facebook / Microsoft - 6(b) Platform Study)
US Federal Trade Commission (FTC) (Washington)
FTC to Examine Past Acquisitions by Large Technology Companies* Agency Issues 6(b) Orders to Alphabet Inc., Amazon.com, Inc., Apple Inc., Facebook, Inc., Google Inc., and Microsoft Corp. The Federal Trade Commission issued Special Orders to five large technology firms, requiring them to (...)

The Californian Attorney General announces a $575 million settlement with the largest hospital system in Northern California (Sutter Health)
McDermott Will & Emery (Chicago)
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McDermott Will & Emery (Chicago)
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McDermott Will & Emery (Washington)
CALIFORNIA ATTORNEY GENERAL ANNOUNCES HISTORIC $575 MILLION SETTLEMENT OF ANTITRUST SUIT AGAINST SUTTER HEALTH * California Attorney General Xavier Becerra (AG Becerra) announced on Friday, December 20, 2019, the terms of a comprehensive settlement agreement reached with Sutter Health (...)

The US Court of Appeals for the Second Circuit nixes a $15M antitrust jury verdict in favor of an airline company against a travel-planning giant (US Airways / Sabre)
Hausfeld (New York)
In the first two-sided market case to be decided by a court of appeals since the Supreme Court issued its American Express ruling (“Amex”) in June 2018, a Second Circuit Panel in September nixed a $15 million antitrust jury verdict in favor of US Airways against travel-planning giant Sabre (...)

The US Court of Appeals for the Ninth Circuit reformulates legal doctrines created for physical property to apply to new technology-based torts (HiQ / LinkedIn)
Constantine Cannon (Washington)
THE NINTH CIRCUIT’S DECISION IN HIQ V LINKEDIN: DATA SCRAPING MAY HAVE A FUTURE, BUT FOR HOW LONG?* Do companies that gather public information have an obligation to make that information available en masse to would-be competitors? Do competitors have a right to access those companies’ websites (...)

The US Court of Appeals for the Third Circuit affirms directed verdict following a rare price discrimination trial (Spartan Concrete Products / Argos USVI)
Jones Day (Washington)
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Jones Day (Cleveland)
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Jones Day (Washington)
Failure to show antitrust injury proved fatal to price discrimination claims as the Third Circuit affirmed a directed verdict in favor of cement company, Argos USVI, in a case brought by its customer, ready-mix concrete company Spartan Concrete Products ("Spartan"). This decision highlights (...)

The US Court of Appeals for the Third Circuit affirms bench trial’s decision in a rare price discrimination suit (Spartan Concrete Products / Argos USVI)
Hausfeld (New York)
Robinson-Patman Act decisions are rare. This often is because legitimate complaints against a supplier providing favorable pricing to a complaining customer’s competitors either are settled out of court or prior to a decision on the merits. So it is of interest when a price discrimination suit (...)

The US District Court for the Northern District of California finds that a semiconductor company’s "no license, no chips" program violates antitrust laws (Qualcomm)
Ropes & Gray (New York)
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Ropes & Gray (New York)
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Ropes & Gray (Boston)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On May 21, 2019, following a full trial on the merits, Judge Koh of the Northern District of California issued a 233-page opinion in a closely watched case (...)

The US District Court for the Northern District of California holds that patent licensing in the market for semiconductors violates the Sherman Act (Qualcomm)
Sullivan & Cromwell (New York)
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Sullivan & Cromwell (New York)
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Sullivan & Cromwell (Washington)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On May 21, 2019, in FTC v. Qualcomm, the U.S. District Court for the Northern District of California issued findings of fact and conclusions of law, holding that (...)

The US FTC sues an e-prescriptions company for illegal monopolization on two e‑prescribing markets (Surescripts)
Jones Day (Washington)
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Jones Day (Washington)
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Jones Day (Chicago)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. In Short The Situation: The Federal Trade Commission ("FTC") recently filed a rare monopolization case, alleging that a health information technology company (...)

The US DoJ files a statement asking the Court to order an additional briefing and to hold a hearing on a remedy if it finds a semiconductor company liable for anticompetitive abuses in connection with its patent licensing program (Qualcomm)
Orrick, Herrington & Sutcliffe (Washington DC)
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Orrick, Herrington & Sutcliffe (Washington DC)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. In a highly unusual move, the U.S. Department of Justice Antitrust Division (DOJ) recently  led a statement of interest in the Federal Trade Commission (FTC)’s (...)

The US District Court for the Northern District of California denies motion for summary judgment that a company’s standard-essential patent licensing practices breached its FRAND obligations (ASUS / InterDigital)
Hogan Lovells (Washington)
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Hogan Lovells (Washington)
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Baker McKenzie (Washington)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. In a decision published in redacted form, Judge Beth Labson Freeman of the Northern District of California denied ASUSTek Computer Inc.’s and ASUS Computer (...)

The US DoJ settles a lawsuit regarding a hospital system anti-steering provisions against health plans (Charlotte-Mecklenburg Hospital Authority)
Sheppard Mullin (Century City)
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Sheppard Mullin (San Francisco)
U.S. Department of Justice Settles Anti-Steering Suit Against Hospital System; First Such Settlement After Amex SCOTUS Decision* On November 15, 2018, the Antitrust Division of the U.S. Department of Justice settled a two-and-a-half year long lawsuit against Atrium Health, a North Carolina (...)

The US DoJ reaches a settlement with a healthcare system related to provisions in a contract between the health system and commercial insurers (Charlotte Mecklenburg Hospital Authority)
McDermott Will & Emery (Chicago)
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McDermott Will & Emery (Washington)
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McDermott Will & Emery (Los Angeles)
THE LATEST: DOJ Announces Settlement with Carolinas Health System (Atrium Health) After Two Years of Litigation* The Department of Justice (DOJ) announced last week that it and the State of North Carolina have reached a settlement with Carolinas Healthcare System / Atrium Health relating to (...)

The US Northern District Court of California requires the holder of a standard-essential patent for cellular communication to license it to all those willing to pay a fair, reasonable and non-discriminatory rate (Qualcomm)
Crowell & Moring (Washington)
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McDermott Will & Emery (Washington)
This article has been nominated for the 2019 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. FTC Secures Partial Victory Requiring SEP Holder to License to All Comers in Antitrust Case Summary Recently, a federal district court in California granted (...)

The US Court of Appeals for the Third Circuit finds that a medical device company conspired to deny insurance coverage for telemetry monitors (LifeWatch Services / Highmark)
Hausfeld (Washington)
In LifeWatch Services Inc. v. Highmark Inc., the Third Circuit determined that a medical device company had plausibly alleged a conspiracy among Blue Cross Blue Shield health insurance companies to deny their insured coverage for telemetry monitors. The decision reversed a district court ruling (...)

The EU Commission sends a supplementary statement of objection to a manufacturer of LTE baseband chipsets for predatory pricing practices (Qualcomm)
Rosenblatt (London)
QUALCOMM RECEIVES SUPPLEMENTARY STATEMENT OF OBJECTIONS FROM THE EU COMMISSION IN PREDATORY PRICING INVESTIGATION* Hot on the heels of the announcement of a record antitrust fine imposed by the European antitrust regulator upon another US technology company , the European Commission announced (...)

The US Supreme Court finds that there was no abuse of dominance in a dominant firm’s requirements against competitors because the market is a two-sided platform (American Express)
Secretariat Economists (San Francisco)
The Supreme Court’s American Express Decision – Two-sided Platforms and Harm to Consumers* The Supreme Court determined, in its June 2018 decision, that American Express (“Amex”) did not violate the antitrust laws by requiring merchants to refrain from encouraging patrons at the point of sale to (...)

The US District Court of Rhode Island finds that a dominant health insurer’s refusal to negotiate in good faith with a healthcare provider in an attempt to block its market entry can be contrary to the Sherman Act (Steward Health Care System / Blue Cross)
Polsinelli (Washington)
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Polsinelli (Washington)
This article has been nominated for the 2019 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On April 23, a federal court in Rhode Island fired a warning shot over the bow of dominant health insurers across the country, holding that a refusal to (...)

The US Court of Appeals for the Third Circuit finds that the entry of ride-sharing firms into the local taxi market increased rather than decreased competition (Philadelphia Taxi Association / Uber)
Edgeworth Economics (Washington)
Third Circuit Rules in Uber’s Favor over Philadelphia Taxi Association* In a recent decision, the Third Circuit upheld a November 2016 district court decision to dismiss a complaint by the Philadelphia Taxi Association and 80 taxi companies, finding that there was no violation of antitrust (...)

The US District Court for the Central District of California hears private enforcement actions alleging price discrimination by an energy drink manufacturer (Living Essentials)
Bona Law (Detroit)
This article has been nominated for the 2019 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. ROBINSON-PATMAN SUITS AGAINST 5-HOUR ENERGY MAKER PROVIDE LESSONS FOR OTHER SUPPLIERS* Living Essentials LLC, the maker of 5-hour Energy drinks, has faced two (...)

The US District Court sets out FRAND rates for licensing standard-essential patents for 2G, 3G and 4G wireless communications (TCL / Ericsson)
Cleary Gottlieb Steen & Hamilton
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Latham & Watkins (Brussels)
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Cleary Gottlieb Steen & Hamilton (New York)
This article has been nominated for the 2019 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On December 21, 2017, the District Court for the Central District of California issued TCL v. Ericsson, resolving a long-standing dispute between the parties (...)

The US District Court of California uses an economic approach to determine frand loyalty rates (TCL / Ericsson)
CRA International (Oakland)
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CRA International (San Francisco)
On November 8, 2017, Judge James Selna of the US District Court in the Central District of California issued a decision (published later on December 21st) in TCL v. Ericsson determining fair, reasonable, and non-discriminatory (FRAND) royalty rates for Ericsson’s standard essential patent (SEP) (...)

The US District Court for the Southern District of California receives a claim from a smartphone manufacturer against one of its suppliers over allegedly abusive wireless patents (Apple / Qualcomm)
DLA Piper Weiss-Tessbach (Vienna)
Apple and Qualcomm proceeding* In January 2017 Apple filed suit against Qualcomm over its allegedly abusive licensing practices regarding wireless patents. Apple filed patent, antitrust and breach of contract claims against Qualcomm; this could result in damages of billions of dollars. (...)

The US Court of Appeals for the Tenth Circuit affirms a lower court’s decision and dismisses the complaint due to difficulties to prove the possessed market power and the adverse effects on competition (Suture Express / Cardinal Health / Owens & Micro)
Amgen (Thousand Oaks)
In an antitrust case involving bundled discount on sutures, the United States Court of Appeals for the Tenth Circuit affirmed a lower court decision granting summary judgment in favor of defendants Cardinal Health 200, LLC and Owens & Micro Distribution, Inc. The Tenth Circuit held that (...)

The US District Court of Appeals for the Tenth Circuit rejects claims challenging a medical-surgical distributor’s discount scheme (Suture Express / Cardinal Health / Owens & Micro)
Hausfeld (New York)
Cases in which vertical restraints are challenged under Section 1 of the Sherman Act often require proof that the defendant has “market power”—the power “to force a purchaser to do something that he would not do in a competitive market,” which usually takes the form of a seller’s ability “to raise (...)

The US Court of Appeals for the Second Circuit overturns dismissal of an antitrust suit against an investment banking company accused of monopolizing the market for silver futures (Wacker / JP Morgan)
Hausfeld (New York)
In an unsigned summary order in Wacker v. JP Morgan Chase & Co., a Second Circuit panel (Judges Cabranes, Pooler and Lynch) overturned dismissal of an antitrust suit brought by a group of precious metals traders and a hedge fund alleging that JP Morgan unlawfully monopolized the market for (...)

The US District Court for the Northern District of California Judge expresses possible abuses in asserting legal privilege (Qualcomm / FTC)
DLA Piper Weiss-Tessbach (Vienna)
U.S. Qualcomm Case Update: Privilege Assertions* On 22 March 2018, in a court hearing in the Qualcomm case, Judge Koh expressed her concern over possible abuses in asserting legal privilege over certain documents. In January 2017, the U.S. FTC sued Qualcomm, alleging that the company (...)

The US Court of Appeals for the Third Circuit recognizes that a product hopping in the face of a “patent cliff” can constitute conduct in violation of the antitrust laws (Mayne / Warner Chilcott / Mylan)
Hausfeld (Philadelphia)
The Third Circuit’s recent product-hopping decision in Mylan Pharm. Inc. v. Warner Chilcott Pub. Ltd. Co (“Doryx”) has been widely criticized by commentators as breaking with established antitrust precedent. Mylan, the last remaining plaintiff in the case following a series of settlements at the (...)

The US Court of Appeals for the Seventh Circuit rules that a consumer product manufacturer’s failure to offer all size of the product is not exposed to a claim of discrimination under the Robinson-Patman Act (Woodman’s Food Market / Clorox)
Baker Botts (Brussels)
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Baker Botts (Washington)
Does a consumer product manufacturer’s failure to offer all sizes of the product to all customers expose it to a claim of discrimination in providing “promotional services or facilities,” under the federal antitrust law known as the Robinson-Patman Act (“RPA”)? No, according to the U.S. Court of (...)

Mergers

The US DoJ announces that two automotive-parts suppliers will restructure their merger in light of competition concerns (Tupy / Teksid)
US Department of Justice (Washington DC)
Major International Automotive-Parts Suppliers Restructure Deal to Resolve Antitrust Concerns* Auto parts supplier Tupy agreed to restructure its acquisition of Teksid after the Department of Justice raised concerns that the merger would result in higher prices and reduced quality and (...)

The US FTC orders the divestiture of hundreds of shops following the acquisition of a retail fuel chain by the largest national convenience store chain (7-Eleven / Speedway)
US Federal Trade Commission (FTC) (Washington)
FTC Orders the Divestiture of Hundreds of Retail Stores Following 7-Eleven, Inc.’s Anticompetitive $21 Billion Acquisition of the Speedway Retail Fuel Chain* Proposed order prohibits 7-Eleven from enforcing noncompete provisions for franchisees or employees working at or doing business with (...)

The US DoJ sues to prohibit the merger between two insurance companies (Aon / Willis Tower Watson)
US Department of Justice (Washington DC)
Justice Department Sues to Block Aon’s Acquisition of Willis Towers Watson* Acquisition Would Create Broking Behemoth and Eliminate Competition Between Two of the “Big Three” Insurance Brokers The U.S. Department of Justice filed a civil antitrust lawsuit today to block Aon’s $30 billion (...)

The US DoJ requires substantial divestitures in the merger between a grain company and a Japanese association of agricultural cooperatives to protect American farmers (Zen-Noh / Bunge)
US Department of Justice (Washington DC)
Justice Department Requires Substantial Divestitures in Zen-Noh Acquisition of Grain Elevators from Bunge to Protect American Farmers* Zen-Noh Must Divest Nine Grain Elevators so that Farmers Along the Mississippi River and Its Tributaries Continue to Have the Same Number of Options to Sell (...)

The US DoJ approves a merger between two Midwestern banks subject to the divestment of 13 selected local bank branches (Huntington Bancshares / TCF Financial)
US Department of Justice (Washington DC)
Justice Department Requires Divestitures in Huntington Bancshares Incorporated’s Acquisition of TCF Financial Corporation* Thirteen Branches in Michigan will be Divested — Ensuring Bank Customers Have Access to Competitively Priced Products and Services The Department of Justice announced today (...)

The US Surface Transportation Board rules that a merger involving a Canadian national railway does not qualify for a waiver from the current class I merger review process and denies the railway’s proposed voting trust for now (CN / KCS)
Journal of Parliamentary and Political Law (Ottawa)
Introduction Courting of the Kansas City Southern railway (‘KCS’) continues full steam ahead and there is now a new suitor on the scene. KCS terminated an earlier corporate-friendly merger agreement with Calgary-based Canadian Pacific Railway Ltd. (‘CP’) on 21 May 2021 to forge a merger proposal (...)

The US Senate Judiciary Committee approves new HSR filing fees for large mergers and would require them to be adjusted annually based on changes in the consumer price index
Sheppard Mullin (Los Angeles)
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Sheppard Mullin (Washington)
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Sheppard Mullin (Washington)
HSR Filing Fees For Large Acquisitions May Be Increased* On May 13th, the Senate Judiciary Committee approved and sent on to the full Senate the “Merger Filing Fee Modernization Act of 2021.” The Bill, sponsored by Senators Amy Klobuchar and Chuck Grassley, and approved with bipartisan support, (...)

The US Surface Transportation Board sets aside the current and more stringent regulations applicable to Class I mergers and determines that a merger proposal can proceed under the older rules governing such mergers (CP / KCS)
Journal of Parliamentary and Political Law (Ottawa)
If the proposed corporate-friendly merger announced on 21 March 2021 between Calgary-based Canadian Pacific Railway Ltd. (‘CP’) and Kansas City Southern Railway Company (‘KCS’) proceeds, it will be examined under a 2001 waiver granted by the United States Surface Transportation Board (‘STB’)[[ (...)

The US DoJ requires a waste management company to divest its assets in five states to proceed with the acquisition of its competitor (Republic / Santek)
US Department of Justice (Washington DC)
Justice Department Requires Republic Services to Divest Assets to Proceed with Santek Acquisition* Divestiture Will Preserve Competition in Markets for Small Container Commercial Waste Collection and Municipal Solid Waste Disposal in Six Local Markets in Five States The Department of Justice (...)

The US FTC challenges the merger between a pharmaceutical company and a cancer detection test manufacturer (Illumina / GRAIL)
US Federal Trade Commission (FTC) (Washington)
FTC Challenges Illumina’s Proposed Acquisition of Cancer Detection Test Maker Grail* Agency alleges vertical merger would harm competition in the U.S. market for life-saving Multi-Cancer Early Detection tests The Federal Trade Commission has filed an administrative complaint (a public version (...)

The US FTC announces a multilateral working group to build a new approach to pharmaceutical mergers
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
Reform of traditional antitrust enforcement and competition law globally has been an on-going discussion amongst enforcers, politicians, advisors, economic experts, and academics. While conversations pertaining to antitrust reforms have been widely centered around resolving the issues presented (...)

The US FTC closes its investigation after a proposed merger in the healthcare sector is abandoned (Atrium / Houston Healthcare system)
US Federal Trade Commission (FTC) (Washington)
Following Federal Trade Commission Staff Recommendation to Challenge Transaction, Two Health Care Systems in Central Georgia Abandon Proposed Merger* Federal Trade Commission Votes to Close Investigation of Atrium Health Navicent, Inc. and Houston Healthcare System, Inc. Given the (...)

The US DoJ reaches a settlement with two leading central Pennsylvanian healthcare providers regarding their merger (Geisinger Health / Evangelical Community Hospital)
US Department of Justice (Washington DC)
Justice Department Resolves Antitrust Case Against Leading Central Pennsylvania Health Care Providers* Settlement Protects Hospital Competition in this Region The Department of Justice announced today that it has reached a settlement with Geisinger Health (Geisinger) and Evangelical Community (...)

The US Court of Appeals for the Fourth Circuit upholds its earlier decision ordering the divestiture of a corporate acquisition in a private antitrust lawsuit (Steves & Sons / Jeld-Wen / CMI)
Herbert Smith Freehills (New York)
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Latham & Watkins (London)
On March 22, 2021, the US Court of Appeals for the Fourth Circuit upheld its earlier decision ordering the divestiture of a corporate acquisition in a private antitrust lawsuit, where US merger control authorities had previously cleared the transaction. The decision represents the first time a (...)

The US Court of Appeals for the Fourth Circuit upholds the first divestiture order in an antitrust suit brought by a private party challenging a merger, years after the transaction, in the door manufacturing sector (Steves & Sons / Jeld-Wen / CMI)
Baker Botts (Washington)
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Baker Botts (Washington)
On February 18, 2021, the U.S. Court of Appeals for the Fourth Circuit upheld the first divestiture order in an antitrust suit brought by a private plaintiff which challenged its rival’s acquisition four years after the transaction. Post-consummation merger challenges are rare and—until now—have (...)

The US DoJ and US FTC temporarily suspend grants of early termination of waiting period in merger reviews under the Hart-Scott-Rodino Act
Milbank (Washington)
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White & Case (Washington)
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White & Case (Washington)
The Federal Trade Commission ("FTC") and Department of Justice ("DOJ") announced today that they are temporarily suspending any grants of early termination under the Hart-Scott-Rodino Act ("HSR Act"). The HSR Act is the federal premerger notification program, which requires parties to notify (...)

The US FTC and US DoJ temporarily suspend early terminations of the Hart–Scott–Rodino Act waiting period in merger reviews
Dechert (Washington)
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Dechert (New York)
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Dechert (Washington)
Key Takeaways Companies should anticipate waiting a full 30 days for the HSR waiting period to expire for all transactions that have recently been notified or are soon-to-be notified under the Hart-Scott-Rodino Act (“HSR Act”). It is not clear how long this suspension of Early Terminations will (...)

The US FTC and US DoJ temporarily suspend grants of early terminations of the waiting periods for pre-merger filings under the Hart-Scott-Rodino Act
Hogan Lovells (Northern Virginia)
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Hogan Lovells (Washington)
On 4 February 2021 the Federal Trade Commission (FTC) announced that the U.S. antitrust agencies will temporarily suspend grants of early terminations of the waiting periods for pre-merger filings made pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 Act (HSR Act). The FTC (...)

The US FTC and the US DoJ announce the temporary suspension of all early terminations of merger reviews for transactions notified under the Hart-Scott-Rodino Antitrust Improvements Act
Baker Botts (Washington)
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Baker Botts (Washington)
Today the Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”) announced the temporary suspension of all early terminations of merger reviews for transactions notified under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the ”HSR Act”). The agencies cited the transition (...)

The US FTC and the US DoJ announce the suspension of the discretionary practice of granting early termination of the waiting period to filings made under the Hart-Scott-Rodino Act
Jones Day (Washington)
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Jones Day (Washington)
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Jones Day (Washington)
On February 4, 2021, the U.S. antitrust agencies announced that they are temporarily suspending the discretionary practice of granting early termination of the waiting period to filings made under the Hart-Scott-Rodino ("HSR") Act. Since January 16, the agencies granted ET in just one (...)

The US FTC and the US DoJ suspend early termination for filings made under the Hart-Scott-Rodino Act
Morgan Lewis (New York)
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Morgan, Lewis & Bockius (Washington)
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Morgan, Lewis & Bockius (Washington)
The DOJ and FTC have suspended early termination (i.e., early clearance) for filings made under the Hart-Scott-Rodino Act. The Antitrust Division of the US Department of Justice (DOJ) and the Federal Trade Commission (FTC) announced on February 4 that the two agencies will temporarily suspend (...)

The US FTC and DoJ announce the suspension of the process by which requests for early termination of Hart-Scott-Rodino Act waiting periods are granted
Skadden, Arps, Slate, Meagher & Flom (New York)
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Fenwick & West (New York)
On Thursday, February 4, 2021, the Federal Trade Commission (FTC), with the concurrence of the Department of Justice’s Antitrust Division (DOJ), announced that it had suspended the process by which requests for early termination of Hart-Scott-Rodino Act (HSR Act) waiting periods are granted, (...)

The US FTC and DoJ announce the suspension of the discretionary practice of granting early termination of the waiting period to filings made under the Hart-Scott-Rodino Act
Covington & Burling (Washington)
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Covington & Burling (Washington)
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Covington & Burling (Washington)
The Federal Trade Commission (“FTC”) announced on February 4, 2021, that it is temporarily suspending the discretionary practice of granting “early termination” of the Hart-Scott-Rodino (“HSR”) Act waiting period, with support from the Antitrust Division of the U.S. Department of Justice (“DOJ”). The (...)

The US FTC publishes jurisdictional adjustments for premerger notification filings made pursuant to Section 7A of the Clayton Act and the revisions to the interlocking directorate thresholds pursuant to Section 8
Hogan Lovells (Northern Virginia)
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Hogan Lovells (Washington)
On 2 February 2021 the Federal Trade Commission (FTC) published the annual jurisdictional adjustments for premerger notification filings made pursuant to Section 7A of the Clayton Act, known as the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), in the Federal Register. The new (...)

The US FTC announces its revised lower thresholds for premerger filings under the HSR Act
Sheppard Mullin (Los Angeles)
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Sheppard Mullin (Washington)
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Sheppard Mullin (Washington)
Lower Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced* Lower Thresholds For HSR Filings On February 1st, 2021, the Federal Trade Commission announced revised, lower thresholds for premerger filings under the Hart-Scott-Rodino Antitrust (...)

The US FTC revises thresholds for Hart-Scott-Rodino Act and Corporate Interlock Statute
Baker Botts (Washington)
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Baker Botts (Washington)
On February 1, 2021, the Federal Trade Commission announced new jurisdictional thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) and Section 8 of the Clayton Act (“Corporate Interlock Statute”). The FTC is required to adjust the thresholds annually, based on (...)

The US FTC announces that the Hart-Scott-Rodino Act thresholds will fall to $92 Million
Jones Day (Washington)
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Jones Day (Washington)
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Jones Day (Chicago)
The Federal Trade Commission ("FTC") announced that the Hart-Scott-Rodino ("HSR") Act thresholds will decrease slightly in 2021. These thresholds determine which mergers and acquisitions must be reported to the federal government before consummation. The lower thresholds take effect on March 4, (...)

The US FTC releases the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
Skadden, Arps, Slate, Meagher & Flom (New York)
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Fenwick & West (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
On February 1, 2021, the Federal Trade Commission (FTC) released the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). If a proposed (...)

The US FTC publishes revised thresholds for the Hart-Scott-Rodino as well as for the Section 8 of the Clayton Act
Covington & Burling (Washington)
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Covington & Burling (Washington)
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Covington & Burling (Washington)
Today, the Federal Trade Commission (“FTC”) published revised thresholds for the Hart-Scott-Rodino (“HSR”) Act, which will take effect on March 4, 2021. Earlier, the FTC also announced new thresholds for Section 8 of the Clayton Act, which governs interlocking directorates. Each of these thresholds (...)

The US FTC announces annual changes to HSR thresholds for merger notification
White & Case (Washington)
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White & Case (Washington)
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White & Case (Washington)
On February 1, 2021, the Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds. The FTC is required by law to revise the jurisdictional thresholds annually, based on the change in gross national product. Accordingly, the 2021 (...)

The US FTC requires parties to transactions exceeding certain thresholds to file premerger notification following the reform of the Hart-Scott-Rodino Antitrust Improvements Act
Shearman & Sterling (Washington)
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Shearman & Sterling (New York)
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Shearman & Sterling (Washington)
On February 2, 2021, the U.S. Federal Trade Commission (FTC) announced the annual changes to the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The new size of transaction threshold is $92 million. The new HSR Act thresholds will go into (...)

The US FTC decreases the Hart-Scott-Rodino premerger notification thresholds for 2021
Orrick, Herrington & Sutcliffe (Washington DC)
Takeaways The new minimum HSR threshold is DECREASING from $94 million to $92 million. New thresholds apply to any transaction closing on or after March 4, 2021. Failure to file may result in a fine of up to $43,792 per day of non-compliance. The HSR Act casts a wide net, catching mergers and (...)

The US FTC announces the Hart-Scott-Rodino 2021 adjustments and decreases the premerger notification threshold to US $92.0 million
Dechert (Washington)
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Dechert (New York)
Key takeaways Rare decrease in filing thresholds for 2021 due to recession; first time since 2010. Annual adjustments to dollar-based HSR reporting thresholds to go into effect on or about March 4. Similar downward adjustment to thresholds for director interlocks under Section 8 of the Clayton (...)

The US FTC lowers the thresholds for acquisitions meaning that transactions more than $92 million require preclosing filing and approval
Morgan Lewis (New York)
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Morgan, Lewis & Bockius (Washington)
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Morgan, Lewis & Bockius (Washington)
The Federal Trade Commission (FTC) announced on February 1 that it will lower the Hart­-Scott-­Rodino Act (HSR Act) jurisdictional and filing fee thresholds. Any transaction closing on or after March 4, 2021 will be subject to the revised thresholds. The new rules include a decrease in the “size (...)

The US FTC challenges titanium dioxyde manufacturer’s acquisition of chloride slag producer leading to its withdrawal from the transaction (TTI / Tronox)
US Federal Trade Commission (FTC) (Washington)
Following Federal Trade Commission Staff Recommendation to Challenge Transaction, Tronox Holding plc. Abandons Proposed Acquisition of TiZir Titanium and Iron* Given Tronox Holdings plc.’s announcement that it has abandoned its acquisition of TiZir Titanium and Iron, the Federal Trade (...)

The US FTC approves merger between two national pharmaceutical companies subject to conditions (Pfizer / Mylan)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on Combination of Pfizer Inc.’s Upjohn and Mylan N.V.* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that the combination of the Upjohn division of pharmaceutical company Pfizer and Mylan (...)

The US FTC retrospectively studies the impact of physician group and healthcare facility mergers (Aetna / Anthem / Florida Blue)
US Federal Trade Commission (FTC) (Washington)
FTC to Study the Impact of Physician Group and Healthcare Facility Mergers* The Federal Trade Commission has issued orders to six health insurance companies to provide information that will allow the agency to study the effects of physician group and healthcare facility consolidation that (...)

The US DoJ announces that two financial services companies have abandoned their planned merger (Visa / Plaid)
US Department of Justice (Washington DC)
Visa and Plaid Abandon Merger After Antitrust Division’s Suit to Block* Decision to Terminate Deal Preserves Competition The Department of Justice announced today that Visa Inc. and Plaid Inc. have abandoned their planned $5.3 billion merger. The department filed a civil antitrust lawsuit on (...)

The US FTC imposes conditions on wine and spirit maker’s acquisition of assets from a competitor (E. & J. Gallo Winery / Constellation Brands)
US Federal Trade Commission (FTC) (Washington)
FTC Imposes Conditions on E. & J. Gallo Winery’s Acquisition of Assets from Constellation Brands, Inc.* Wine and spirits maker E. & J. Gallo Winery has agreed to divest several product lines and remove certain others from its asset purchase agreement with competitor Constellation (...)

The US FTC issues commentary on vertical merger enforcement
US Federal Trade Commission (FTC) (Washington)
FTC Issues Commentary on Vertical Merger Enforcement* The Federal Trade Commission has issued a Commentary on Vertical Merger Enforcement. In June 2020, the FTC and the Department of Justice issued Vertical Merger Guidelines describing the principal analytical techniques, practices, and (...)

The US FTC publishes commentary on vertical merger enforcement to provide greater transparency to the public regarding its analysis of vertical mergers
Hogan Lovells (Washington)
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Hogan Lovells (Washington)
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Hogan Lovells (Washington)
On 22 December 2020, on a divided vote, the Federal Trade Commission (FTC or the Commission) issued a Commentary on Vertical Merger Enforcement (FTC Commentary) to provide “greater transparency to the public regarding its analysis of vertical mergers.” Following the FTC and Department of (...)

The US FTC issues commentary on vertical merger enforcement explaining the approach to assessing the competitive effects of vertical mergers
Cleary Gottlieb Steen & Hamilton (Washington)
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Cleary Gottlieb Steen & Hamilton (Washington)
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Cleary Gottlieb Steen & Hamilton (Washington)
On December 22, 2020, the US Federal Trade Commission (the “FTC”) issued a Commentary on Vertical Merger Enforcement. This follows the recent issuance of revised Vertical Merger Guidelines published jointly by the FTC and Department of Justice (the “Agencies”) on June 30, 2020. While the Guidelines (...)

The US FTC approves a final order settling charges that the acquisition by a medical device company of its competitor would violate federal antitrust law (Stryker / Wright Medical Group)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on Stryker Corp.’s Acquisition of Wright Medical Group N.V.* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that medical device company Stryker Corp.’s proposed $4 billion acquisition of (...)

The US DoJ requires divestiture of commercial health insurance business for a healthcare merger in New Hampshire to proceed (Harvard Pilgrim / Health Plan Holdings)
US Department of Justice (Washington DC)
Justice Department Requires Divestiture of Tufts Health Freedom Plan in Order for Harvard Pilgrim and Health Plan Holdings to Proceed With Merger* Divestiture Will Preserve Competition for Commercial Health Insurance in New Hampshire The Department of Justice announced today that it would (...)

The US FTC sues to block packaged goods distributor’s acquisition of body care company (Procter & Gamble / Billie)
US Federal Trade Commission (FTC) (Washington)
FTC Sues to Block Procter & Gamble’s Acquisition of Billie, Inc.* Merger would eliminate innovative nascent competitor for wet shave razors The Federal Trade Commission has filed an administrative complaint (a public version of which will be available and linked to this news release as (...)

The US FTC loses bid to stop Philadelphia hospital merger (Thomas Jefferson University / Albert Einstein Healthcare Network)
Morgan Lewis (Philadelphia)
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Morgan, Lewis & Bockius (Washington)
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Morgan, Lewis & Bockius (Washington)
On December 8, 2020, Judge Gerald Pappert in the US District Court for the Eastern District of Pennsylvania denied a request from the Federal Trade Commission (FTC) and Pennsylvania attorney general (AG) to preliminarily enjoin a proposed merger between Thomas Jefferson University (TJU) and (...)

The US FTC challenges a proposed acquisition of a competitor by a hospital in the healthcare sector (Hackensack Meridian Health / Englewood Healthcare Foundation)
US Federal Trade Commission (FTC) (Washington)
FTC Challenges Hackensack Meridian Health, Inc.’s Proposed Acquisition of Competitor Englewood Healthcare Foundation* New Jersey healthcare system merger would increase price and reduce quality of healthcare. The Federal Trade Commission has filed an administrative complaint, and authorized a (...)

The US FTC approves a prosthetics manufacturer’s application to divest assets it gained through the acquisition of prosthetics company (Otto Bock / Freedom)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Otto Bock HealthCare North America, Inc.’s Application to Divest Assets It Gained through Acquisition of FIH Group Holdings, LLC* Divestiture preserves competition for microprocessor prosthetic knees The Federal Trade Commission has approved an application by prosthetics (...)

The US FTC sues an internet listing services provider to block the acquisition of competitors (CoStar Group / RentPath)
US Federal Trade Commission (FTC) (Washington)
FTC Sues to Block CoStar Group, Inc.’s Proposed Acquisition of Chief Competitor RentPath Holdings, Inc.* Companies operate internet listing services such as Apartments.com and ApartmentGuide.com The Federal Trade Commission has filed an administrative complaint, and authorized a suit in (...)

The US DoJ requires divestiture of digital do-it-yourself tax preparation business for the merger of financial software companies to proceed (Intuit / Credit Karma)
US Department of Justice (Washington DC)
Justice Department Requires Divestiture of Credit Karma Tax for Intuit to Proceed with Acquisition of Credit Karma* Divestiture Will Preserve Competition for Digital Do-It-Yourself Tax Preparation Products The Department of Justice announced today that it is requiring Intuit Inc. and Credit (...)

The US FTC files a complaint and sues to block a proposed acquisition of two hospitals by a healthcare company (Methodist Le Bonheur Healthcare / Saint Francis)
US Federal Trade Commission (FTC) (Washington)
FTC Sues to Block Proposed Acquisition of Two Memphis-Area Hospitals* Transaction would eliminate competition, increase prices, and reduce quality of care The Federal Trade Commission has filed an administrative complaint, and authorized a suit in federal court, to block the proposed $350 (...)

The US DoJ sues to block a global credit card company’s proposed acquisition of a leading financial data aggregation company (Visa / Plaid)
US Department of Justice (Washington DC)
Justice Department Sues to Block Visa’s Proposed Acquisition of Plaid* Acquisition Would Eliminate Nascent Competitor Plaid and Prevent Disruption of Visa’s Monopoly in Online Debit Today, the Department of Justice filed a civil antitrust lawsuit to stop Visa Inc.’s $5.3 billion acquisition of (...)

The US FTC clears a merger between two medical device companies subject to divestments (Stryker / Wright Medical Group)
US Federal Trade Commission (FTC) (Washington)
FTC Requires Medical Device Companies Stryker Corp. and Wright Medical Group N.V. to Divest Assets to Preserve Competition* The Federal Trade Commission will require medical device companies Stryker Corp. and Wright Medical Group N.V. to divest all assets related to Stryker’s total ankle (...)

The US FTC imposes conditions on a pharmaceutical merger because of competition concerns in ten generic drug markets (Mylan / Upjohn)
US Federal Trade Commission (FTC) (Washington)
FTC Imposes Conditions on Combination of Pfizer Inc.’s Upjohn and Mylan N.V.* Pharmaceutical companies Pfizer Inc. and Mylan N.V. have agreed to divest assets and abide by other conditions to settle Federal Trade Commission charges that the proposed combination of Upjohn Inc. and Mylan N.V. (...)

The US DoJ files enforcement action against global management consulting company as part of its investigation into global credit card company’s proposed acquisition of a fintech company (Visa / Plaid)
US Department of Justice (Washington DC)
Justice Department Files Enforcement Action Against Bain & Company As Part of Its Investigation Into Visa Inc’s Proposed Acquisition of Plaid Inc* Petition against Third Party Seeks to Enforce Compliance with the Department’s Civil Investigative Demand Today, the Department of Justice filed (...)

The US DOJ conditionally clears a merger in markets for small container commercial waste collection and municipal solid waste disposal in over 50 local markets in 10 States (Waste Management / Advanced Disposal Services)
US Department of Justice (Washington DC)
Justice Department Requires Waste Management To Divest Assets In Order To Proceed With Advanced Disposal Services Acquisition* Divestiture Will Preserve Competition in Markets for Small Container Commercial Waste Collection and Municipal Solid Waste Disposal in Over 50 Local Markets in 10 (...)

The US DoJ conditionally clears a fibre-based telecom merger in Puerto Rico and the US Virgin Islands (Liberty Latin America / AT&T)
US Department of Justice (Washington DC)
Justice Department Requires Divestiture In Order For Liberty Latin America To Acquire AT&T’s Telecommunications Operations In Puerto Rico And The U.S. Virgin Islands* Divestiture Will Preserve Competition for Fiber-Based Telecommunications Services for Enterprise Customers in Puerto Rico (...)

The US FTC starts accepting stakeholder comments for upcoming virtual consultations on proposed amendments to HSR rules
US Federal Trade Commission (FTC) (Washington)
FTC to Hold Virtual Q&A Sessions in November on Proposed Amendments to HSR Rules and Advanced Notice of Proposed HSR Rulemaking* The Federal Trade Commission will host three public Question and Answer sessions as part of its ongoing HSR Rulemaking initiative. These one-hour virtual events (...)

The US FTC requests public comment on prosthetics manufacturer’s application to approve divestiture of assets it gained during acquisition (Otto Bock / Freedom)
US Federal Trade Commission (FTC) (Washington)
FTC Requests Public Comment on Otto Bock HealthCare North America, Inc.’s Application to Approve Divestiture of Assets It Gained through Acquisition of FIH Group Holdings, LLC* The Federal Trade Commission is currently accepting public comments on an application by prosthetics manufacturer Otto (...)

The US FTC approves final order imposing divestitures as a condition of a merger in the markets for gasoline and diesel fuel (Arko Holdings / Empire Petroleum Partners)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on Arko Holdings Ltd.’s Acquisition of Empire Petroleum Partners, LLC* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Arko Holdings Ltd.’s acquisition of Empire Petroleum Partners, LLC (...)

The US FTC accepts abandonment of a proposed joint venture coal mining operations in the Southern Powder River Basin (Peabody Energy / Arch Coal)
US Federal Trade Commission (FTC) (Washington)
Statement of FTC Bureau of Competition Director Ian Conner on Peabody Energy Corporation and Arch Coal’s Abandonment of Their Proposed Joint Venture* Agency had alleged that merger would harm competition in the market for thermal coal mined in the Southern Powder River Basin Federal Trade (...)

The US FTC and DoJ seek comments on proposed amendments to HSR rules and advanced notice of proposed HSR rulemaking
US Federal Trade Commission (FTC) (Washington)
FTC and DOJ Seek Comments on Proposed Amendments to HSR Rules and Advanced Notice of Proposed HSR Rulemaking* The Federal Trade Commission, with the concurrence of the Antitrust Division of the U.S. Department of Justice, will publish in the Federal Register a Notice of Proposed Rulemaking and (...)

The US DoJ and FTC announce proposed changes to the HSR premerger notification rules and seek public comments
Covington & Burling (Washington)
The Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (“DOJ”) (the “Agencies”) announced proposed changes to the premerger notification rules (“Rules”) promulgated under the Hart-Scott-Rodino (“HSR”) Act on September 21, 2020. Although the Agencies’ proposals are (...)

The US DoJ and FTC seek comments on proposed amendments to HSR rules
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
What Happened: The FTC and DOJ proposed new Hart–Scott–Rodino (HSR) rules that, if issued in final form, will significantly change HSR practice for Private Equity (PE) companies. The Proposed Rules are subject to comment for 60 days after they are published in the Code of Federal Regulations (...)

The US FTC issues a notice of proposed rulemaking to amend the premerger notification rules that implement the Hart-Scott-Rodino Antitrust Improvements Act
Sheppard Mullin (Los Angeles)
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Sheppard Mullin (Washington)
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Sheppard Mullin (Washington)
Tell Me More – Antitrust Agencies to Demand More Information from Investment Funds* The Federal Trade Commission (“FTC”) recently issued a notice of proposed rulemaking to amend the premerger notification rules (the “Rules”) that implement the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (...)

The US DoJ supports the FTC’s proposal of modernizing merger filing exemptions for certain investments
US Department of Justice (Washington DC)
Antitrust Division Supports Modernizing Merger Filing Exemptions For Certain Investments* The Time Has Come to Update the Merger Filing Rules On Monday, September 21, Assistant Attorney General Makan Delrahim concurred in the Federal Trade Commission’s (FTC) Federal Register publication of a (...)

The US FTC and DOJ propose changes to two aspects of the HSR rules
Shearman & Sterling (Washington)
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Shearman & Sterling (New York)
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Shearman & Sterling (Washington)
Overview The U.S. Federal Trade Commission (FTC) and U.S. Department of Justice Antitrust Division (“DOJ” and collectively, the “Agencies”) recently proposed changes to two aspects of the Hart-Scott-Rodino Act (“HSR Act”).The proposed rules are subject to public comment and are unlikely to come into (...)

The US DoJ and FTC announce HSR rule changes that would increase burdens, especially for asset managers and private equity
Dechert (Washington)
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Dechert (Washington)
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Dechert (New York)
Key Takeaways Proposed HSR rule changes would require an acquiring fund to aggregate its holdings with those of its broader fund family. This will substantially increase the number of transactions subject to HSR reporting requirements, especially for asset managers and private equity funds. (...)

The US FTC proposes rules that will increase HSR filing requirements for investment funds and others
Hogan Lovells (Northern Virginia)
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Hogan Lovells (Washington)
On 21 September 2020, the Federal Trade Commission (FTC) announced for comment sweeping changes to the Hart-Scott-Rodino (HSR) Act rules. First, the FTC proposed changing the definition of "person" to include HSR associates. This proposed change will result in certain acquisitions (especially (...)

The US DoJ and FTC propose to renew their HSR rules to create new exemption for minority acquisitions and increase filing obligations for certain entities
Covington & Burling (Washington)
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Covington & Burling (Washington)
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Covington & Burling (Washington)
Agencies Also Seek Public Comments that Could Lead to Additional Changes to the HSR Rules The Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (“DOJ”) (the “Agencies”) announced proposed changes to the premerger notification rules (“Rules”) promulgated under (...)

The US FTC and DoJ jointly release two proposed rules changes to the HSR pre-merger filing requirements for acquiring parties
Skadden, Arps, Slate, Meagher & Flom (New York)
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Fenwick & West (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
On Monday, September 21, 2020, the Federal Trade Commission (FTC) and Department of Justice (DOJ) jointly released two proposed rule changes to the Hart-Scott-Rodino (HSR) premerger filing requirements for acquiring parties. In an extension of a 2011 rule change that established the concept of (...)

The US FTC and DoJ announce proposed changes to the regulations governing when a filing must be made under the HSR Act
Cleary Gottlieb Steen & Hamilton (Washington)
On September 21, 2020, the Federal Trade Commission (FTC) and Department of Justice (DOJ) announced proposed changes to the regulations governing when a filing must be made under the Hart-Scott-Rodino (HSR) Act that would likely significantly expand the filing requirements and increase the HSR (...)

The US DoJ requires divestiture in the acquisition of a craft brew alliance (Anheuser-Busch InBev / Craft Brew Alliance)
US Department of Justice (Washington DC)
Justice Department Requires Divestiture In Order For Anheuser-Busch To Acquire Craft Brew Alliance* Divestiture Will Preserve Competition in the Beer Industry in the State of Hawaii The Department of Justice announced today that it is requiring Anheuser-Busch InBev SA/NV (ABI), its (...)

The US FTC announces a revamped merger retrospective program
US Federal Trade Commission (FTC) (Washington)
FTC’s Bureau of Economics to Expand Merger Retrospective Program* The Federal Trade Commission’s Bureau of Economics has announced a revamped Merger Retrospective Program, which will expand and formalize the Bureau’s retrospective research efforts that have already produced studies analyzing the (...)

The US FTC submits a comment to the Texas Health and Human Services Commission that opposes issuing certificates of public advantage to prevent a merger of two health systems (Hendrick Health System / Shannon Health System)
US Federal Trade Commission (FTC) (Washington)
FTC Staff Submits Public Comment in Texas Opposing Certificate of Public Advantage Applications* The Federal Trade Commission staff submitted a comment to the Texas Health and Human Services Commission that opposes issuing certificates of public advantage (COPAs) to Hendrick Health System and (...)

The UK Competition Authority blocks window covering company’s completed acquisition of a competitor (Hunter Douglas / 247 Home Furnishings)
Government Legal Department (London)
On 14 September 2020, the UK’s Competition and Markets Authority (“CMA”) ordered the blinds supplier Hunter Doug- las to sell off its majority stake in 247 Home Furnishings, which also sells blinds. The CMA found that the deal, which had already been completed, would substantially lessen (...)

The US FTC approves final order requiring animal health product suppliers to divest assets in three product markets as a condition of acquisition (Elanco Animal Health / Bayer Animal Health)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Requiring Animal Health Product Suppliers Elanco Animal Health, Inc. and Bayer Animal Health GmbH to Divest Assets in Three Product Markets as a Condition of Acquisition* Following a public comment period, the Federal Trade Commission has approved a final order (...)

The US FTC approves a final order imposing conditions on an acquisition between two big pharmaceutical companies (AbbVie / Allergan)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on AbbVie Inc.’s Acquisition of Allergan plc* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that AbbVie’s $63 billion acquisition of Allergan would violate federal antitrust law. According (...)

The US DoJ releases merger remedies manual
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
On Sept. 3, the Antitrust Division of the Department of Justice (DOJ) released the Merger Remedies Manual (the manual), which provides guidance on how the agency currently intends to approach the structure and implementation of remedies in merger cases. See Antitrust Div., U. S. Department of (...)

The US DoJ releases merger remedies manual
Sheppard Mullin (Los Angeles)
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Sheppard Mullin (Washington)
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Sheppard Mullin (Washington)
DOJ Antitrust Division Releases New Merger Remedies Manual* On September 3, 2020, the DOJ’s Antitrust Division released its Merger Remedies Manual. The manual provides important guidance on what DOJ considers to be adequate solutions to addressing competitive issues in M&A deals challenged (...)

The US DoJ issues modernized merger remedies manual
US Department of Justice (Washington DC)
Justice Department Issues Modernized Merger Remedies Manual* Merger Remedies Manual Reaffirms Antitrust Division’s Commitment to Effective Structural Relief and Reflects Renewed Focus on Enforcing Consent Decree Obligations The Department of Justice issued today the Merger Remedies Manual, (...)

The US DoJ issues its merger remedies manual which provides that the framework the DoJ will utilise in implementing relief in mergers reviewed by its attorneys and economists
Skadden, Arps, Slate, Meagher & Flom (Washington)
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Skadden, Arps, Slate, Meagher & Flom (New York)
On September 3, 2020, the Department of Justice’s Antitrust Division (the DOJ) issued its new Merger Remedies Manual (the Manual), which provides the framework the DOJ will utilize going forward to implement relief in mergers reviewed by its attorneys and economists. The DOJ has updated its (...)

The US DoJ issues a revised policy guide to merger remedies
Cleary Gottlieb Steen & Hamilton (Washington)
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Cleary Gottlieb Steen & Hamilton (Washington)
On September 3, 2020, the Antitrust Division of the DOJ issued a revised Policy Guide to Merger Remedies, following shortly after it announced a reorganization of its civil enforcement to create an Office of Decree Enforcement and Compliance. The Policy Guide to Merger Remedies largely (...)

The US DoJ seeks public comments on updating bank merger review analysis
US Department of Justice (Washington DC)
Antitrust Division Seeks Public Comments On Updating Bank Merger Review Analysis* The Department of Justice’s Antitrust Division announced today that it is seeking public comments into whether the division should revise the 1995 Bank Merger Competitive Review guidelines (“Banking Guidelines”) to (...)

The US State of Delaware Chancery Court issues an opinion in litigation between two health-insurance giants over a failed merger and confirms that neither is entitled to damages (Anthem / Cigna)
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (Washington)
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Skadden, Arps, Slate, Meagher & Flom (New York)
On August 31, 2020, the Delaware Chancery Court issued an opinion in litigation between Anthem and Cigna related to the contract in their terminated merger. In its sprawling 306-page opinion, the court detailed a “corporate soap opera” in which the parties’ “battle for power spanned multiple acts.” (...)

The US FTC approves final order imposing structural remedies on 2 casino companies’ merger (Eldorado Resorts / Caesars Entertainment)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on Casino Operators Eldorado Resorts, Inc. and Caesars Entertainment Corporation* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Eldorado’s $17.3 billion agreement to acquire Caesars (...)

The US FTC requires divestitures as a condition of a merger in the markets for gasoline and diesel fuel (Arko Holdings / Empire Petroleum Partners)
US Federal Trade Commission (FTC) (Washington)
FTC Requires Divestitures as Condition of Arko Holdings Ltd.’s Acquisition of Empire Petroleum Partners, LLC* Arko Holdings Ltd. and Empire Petroleum Partners, LLC have agreed to divest retail fuel assets in local gasoline and diesel fuel markets across four states to settle Federal Trade (...)

The US FTC approves final order imposing conditions on the transfer of ownership between energy companies (Tri Star Energy / Hollingsworth Oil Company / C & H Properties / Ronald L. Hollingsworth)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on Tri Star Energy, LLC’s Acquisition of Certain Assets of Hollingsworth Oil Company, Inc., C & H Properties, and Ronald L. Hollingsworth* Following a public comment period, the Federal Trade Commission has approved a final order settling charges (...)

The US DoJ reaches settlement with new stricter conditions and fines a telecom company’s merger after finding violations of the original conditions (CenturyLink / Level 3 Communications)
US Department of Justice (Washington DC)
Justice Department Brings Enforcement Action Against Centurylink* In Significant Action, CenturyLink Agrees to Extend Term, Appoint Independent Monitor, and Reimburse Taxpayers for the Costs and Fees of the Violations The Department of Justice announced today that CenturyLink, Inc. has agreed (...)

The US DoJ sues to a block merger between a hospital system and an independent community hospital in central Pennsylvania (Geisinger Health / Evangelical Community Hospital)
US Department of Justice (Washington DC)
Justice Department Sues To Block Geisinger Health’s Transaction With Evangelical Community Hospital* Transaction Reduces Hospital Competition in Central Pennsylvania The U.S. Department of Justice sued today to block Geisinger Health’s partial acquisition of its close rival, Evangelical (...)

The US DoJ clears merger of major financial trading platform and major financial data provider (Refinitiv / London Stock Exchange Group)
US Department of Justice (Washington DC)
Statement of the Department of Justice Antitrust Division on the Closing of Its Investigation of London Stock Exchange Group and Refinitiv* Assistant Attorney General Makan Delrahim of the Antitrust Division of the U.S. Department of Justice issued the following statement today in connection (...)

The US FTC requires global suppliers of animal health products to divest assets in 3 product markets as a condition for merger clearance (Elanco / Bayer)
US Federal Trade Commission (FTC) (Washington)
FTC Requires Global Suppliers of Animal Health Products Elanco Animal Health, Inc. and Bayer Animal Health GmbH to Divest Assets in Three Product Markets, as a Condition of Merger* The Federal Trade Commission will require global suppliers of animal products, Elanco Animal Health, Inc. and (...)

The US FTC fines retail fuel station operator and its affiliate for failing to divest 10 retail gas stations as required by earlier order (Alimentation Couche-Tard / CrossAmerica Partners)
US Federal Trade Commission (FTC) (Washington)
Alimentation Couche-Tard Inc. and CrossAmerica Partners LP Agree to Pay $3.5 Million Civil Penalty to Settle FTC Allegations that they Violated 2018 Order* Retail fuel station and convenience store operator Alimentation Couche-Tard Inc. (“ACT”) and its former affiliate, CrossAmerica Partners LP (...)

The US FTC fines $3.5 million a retail fuel station operator and its affiliate for violation of a settlement agreement requiring the divesture of 10 retail gas stations (Alimentation Couche-Tard / CrossAmerica Partners)
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
The US Federal Trade Commission (FTC) recently extracted a $3.5 million civil penalty from two companies involved in a gas station merger. The FTC asserts the companies violated their settlement agreement with the government, which required the divestment of 10 gas stations within 120 days from (...)

The US DoJ congratulates the merger of telecom operator on closing the agreed divestiture with a satellite TV company (T-Mobile / Dish / Boost)
US Department of Justice (Washington DC)
Justice Department Congratulates T-Mobile And Dish For Closing The Boost Divestiture* T-Mobile US Inc. (T-Mobile) and Dish Network Corporation (Dish) announced today that they closed T-Mobile’s divestiture of Boost Network (Boost) to Dish. Boost was legacy Sprint Corporation’s prepaid wireless (...)

The US DoJ and FTC issue new vertical merger guidelines
US Department of Justice (Washington DC)
Department of Justice And Federal Trade Commission Issue New Vertical Merger Guidelines* 2020 Guidelines More Accurately Represent Agencies’ Merger Review Process The Department of Justice and Federal Trade Commission issued today new Vertical Merger Guidelines that outline how the federal (...)

The US DoJ and FTC release the updated version of the vertical merger guidelines
Shearman & Sterling (Washington)
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Shearman & Sterling (Washington)
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Shearman & Sterling (New York)
The U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC) (collectively, “Agencies”) released the final version of the Vertical Merger Guidelines (“Vertical Guidelines”) on June 30, 2020. The new Vertical Guidelines, which had not been updated in more than 35 years, outline how (...)

The US DoJ and FTC issue updated vertical merger guidelines
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (Washington)
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Skadden, Arps, Slate, Meagher & Flom (New York)
Following their January publication of Draft Vertical Merger Guidelines (draft guidelines) for public comment, the Federal Trade Commission (FTC) and the Department of Justice (DOJ) (collectively, the agencies) issued final Vertical Merger Guidelines (Guidelines) on June 30, 2020. This marks (...)

The US DoJ and FTC publish an updated version of the vertical merger guidelines
Hogan Lovells (Washington)
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Hogan Lovells (Washington)
On 30 June 2020 the Department of Justice (DOJ) and Federal Trade Commission (FTC) (the agencies, collectively) announced the publication of new vertical merger guidelines (the new vertical guidelines or the 2020 Vertical Merger Guidelines). The new vertical guidelines describe how the agencies (...)

The US FTC and DoJ issue new antitrust guidelines for evaluating vertical mergers
US Federal Trade Commission (FTC) (Washington)
FTC and DOJ Issue Antitrust Guidelines for Evaluating Vertical Mergers* New Vertical Merger Guidelines provide transparency on analytical techniques, practices, and enforcement policies The Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ” or “Department”) issued today new (...)

The US DoJ and FTC issue a revised version of the vertical merger guidelines
Dechert (Washington)
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Dechert (Washington)
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Dechert (Washington)
5 Key Takeaways 1. The guidelines explain and clarify current agency practices and do not signify a policy shift at the agencies. 2. The guidelines recognize that vertical mergers often generate consumer benefits, creating a promising path for companies to secure antitrust clearance. 3. (...)

The US FTC requests two casino operators to divest assets in two local markets as a condition of their merger (Eldorado Resorts / Caesars Entertainment)
US Federal Trade Commission (FTC) (Washington)
FTC Requires Casino Operators Eldorado Resorts, Inc. and Caesars Entertainment Corporation to Divest Assets in Two Local Markets as a Condition of Merger* The Federal Trade Commission will require casino operator Eldorado Resorts, Inc. to divest casino-related assets in the South Lake Tahoe (...)

The US FTC clears transfer of ownership over certain assets between energy companies subject to divestments (Tri Star Energy / Hollingsworth Oil Company / C & H Properties / Ronald L. Hollingsworth)
US Federal Trade Commission (FTC) (Washington)
FTC Requires Divestitures as Condition of Tri Star Energy, LLC’s Acquisition of Certain Assets of Hollingsworth Oil Company, Inc., C & H Properties, and Ronald L. Hollingsworth* Tri Star Energy, LLC and Hollingsworth Oil Company, Inc., C & H Properties, and Ronald L. Hollingsworth have (...)

The US FTC approves final order settling all charges that manufacturer of law enforcement equipment entered into anti-competitive agreements with the seller of body-worn camera systems when they entered a merger of their businesses (Safariland / Axon / VieVu)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Settling Charges that VieVu’s Former Parent Company Safariland Entered into Anticompetitive Agreements with Body-Worn Camera Systems Seller Axon* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Safariland, (...)

The US FTC finishes public consultation period and clears a pharmaceutical merger subject to divestments in highly concentrated markets that supply biopharmaceutical companies with key inputs (Danaher / GE Biopharma)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Settling Charges that Danaher Corporation’s Acquisition of GE Biopharma Was Anticompetitive* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Danaher Corporation’s acquisition of GE Biopharma would likely (...)

The US FTC clears merger of medical device companies subject to the divestment of one’s myoelectric elbows business to competitors (College Park Industries / Össur Hf)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on Össur Hf’s Acquisition of College Park Industries, Inc.* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Össur Hf’s proposed acquisition of College Park Industries, Inc. would violate (...)

The Californian Government debates a bill that, if passed, would broaden the type of healthcare transactions that require California AG review and approval prior to any acquisition of or affiliation with a healthcare facility or provider
McDermott Will & Emery (Los Angeles)
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McDermott Will & Emery (Chicago)
California Senate Bill (SB) 977, if passed, would broaden the type of healthcare transactions that require California Attorney General (AG) review and approval. SB 977 would require that a healthcare system, private equity group or hedge fund provide written notice to, and obtain the written (...)

The US DoJ files proposed final judgment with US District Court for the Northern District of Ohio requiring divestiture following historic arbitration win (Novelis / Aleris)
US Department of Justice (Washington DC)
Justice Department Requires Divestiture Following Historic Arbitration Win* Divestiture Will Preserve Competition for Aluminum Automotive Body Sheet in North America The Department of Justice announced today that it has filed a proposed final judgment with the U.S. District Court for the (...)

The US DoJ moves to vacate its loss in a booking services market acquisition decision on the basis that the competition effects may heighten the agencies’ burden of proof and merger enforcement (Sabre / Farelogix)
Baker Botts (Washington)
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Baker Botts (Washington)
On May 12, 2020, the Department of Justice moved the U.S. Court of Appeals for the Third Circuit to vacate the U.S. District Court for the District of Delaware’s U.S. v. Sabre Corp. opinion. In an opinion released on April 7, the court rejected DOJ’s challenge to the proposed merger of Sabre and (...)

The US FTC clears merger of two Big Pharma companies after they agreed to divest 3 drugs businesses (AbbVie / Allergan)
US Federal Trade Commission (FTC) (Washington)
FTC Imposes Conditions on AbbVie Inc.’s Acquisition of Allergan plc* Agency requires companies to divest three drugs Pharmaceutical companies AbbVie Inc. and Allergan plc have agreed to divest assets to settle Federal Trade Commission charges that AbbVie’s proposed $63 billion acquisition of (...)

The US DOJ announced that the second and third largest textbook publisher abandoned their merger after the DOJ expressed serious concerns about the harm to competition (McGraw-Hill Education / Cengage Learning)
US Department of Justice (Washington DC)
Cengage and McGraw-Hill Terminate Merger Agreement in Response to Antitrust Concerns* Cengage Learning Holdings II Inc. and McGraw-Hill Education Inc. mutually agreed to abandon their plans to merge after the Department of Justice informed the companies it had serious concerns that the (...)

The US DoJ blocks the acquisition of a major dairy farmer’s fluid milk processing plants but approves a third dairy farmer buying the plants (Dairy Farmers of America / Dean Foods / Prairie Farms)
US Department of Justice (Washington DC)
Justice Department Requires Divestitures as Dean Foods Sells Fluid Milk Processing Plants to DFA out of Bankruptcy* Department Also Closes Investigation into Acquisition of Other Dean Plants by Prairie Farms The Department of Justice announced today the conclusion of its investigation into (...)

The US DoJ welcomes the UK Competition Authority’s prohibition of a merger between two travel technology companies resulting in the parties abandoning merger worldwide, even though in the US the DoJ’s prohibition was rejected by US District Court (Sabre / Farelogix)
US Department of Justice (Washington DC)
Statement from Assistant Attorney General Makan Delrahim on Sabre and Farelogix Decision to Abandon Merger* Sabre Corporation and Farelogix, Inc. announced today the termination of their merger agreement. The Department of Justice filed a civil antitrust lawsuit on Aug. 20, 2019, to block (...)

The US FTC approves final order settling charges that merger of polyurethane foam producers was anti-competitive (FXI Holdings / Innocor)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Settling Charges that Merger of Polyurethane Foam Producers Was Anticompetitive* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that the merger of polyurethane foam producers FXI Holdings, Inc. and Innocor, (...)

The US FTC proposes new order settling all charges that manufacturer of law enforcement equipment entered into anticompetitive agreements with the seller of body-worn camera systems when they entered a merger of their businesses (Safariland / Axon / VieVu)
US Federal Trade Commission (FTC) (Washington)
VieVu’s Former Parent Company Safariland Agrees to Settle Charges That It Entered into Anticompetitive Agreements with Body-Worn Camera Systems Seller Axon* Settlement is part of a larger case challenging Axon’s consummated acquisition of former competitor VieVu Safariland, LLC, which (...)

The US FTC clears merger of 2 veterinary service providers subject to divestments in 3 geographic markets (Compassion First / National Veterinary Associates)
US Federal Trade Commission (FTC) (Washington)
FTC Approves Final Order Imposing Conditions on Veterinary Service Providers Compassion First and National Veterinary Associates* Following a public comment period, the Federal Trade Commission has approved a final order settling charges that Compassion First’s proposed $5 billion acquisition (...)

The US FTC imposes remedies on a proposed merger between two prosthetic limb manufacturers including the divestment of the myoelectric elbow business (College Park Industries / Össur Hf)
US Federal Trade Commission (FTC) (Washington)
FTC Imposes Conditions on Össur Hf’s Acquisition of College Park Industries, Inc.* Conditions to remedy competition loss in the U.S. market for myoelectric elbows Össur Hf and College Park Industries, Inc., both makers of prosthetic limbs, have agreed to divest College Park’s myoelectric elbow (...)

The US FTC sues to unwind a cigarette company’s $12.8 billion investment in its competitor in the market for closed-system e-cigarettes (Altria Group / JUUL Labs)
US Federal Trade Commission (FTC) (Washington)
FTC Sues to Unwind Altria’s $12.8 Billion Investment in Competitor JUUL* Today, the Federal Trade Commission filed an administrative complaint alleging that Altria Group, Inc. and JUUL Labs, Inc. entered a series of agreements, including Altria’s acquisition of a 35% stake in JUUL, that (...)

The US District Court of Columbia enters the final judgment regarding the merger of the third and fourth-largest telecommunication providers and allows for proposed structural remedies to proceed (T-Mobile / Sprint)
US Department of Justice (Washington DC)
Court Enters Final Judgment in T-Mobile/Sprint Transaction: Order Allows Divestitures to Proceed* Today, a federal district court in Washington, D.C., concluded that the Antitrust Division’s resolution of its challenge to the merger between T-Mobile and Sprint was in the public interest and (...)

The US FTC provides guidance on COVID-19’s impact on HSR filing timelines Free
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
In a prior note we provided guidance on COVID-19’s Impact on HSR Filing Timelines. The Agencies had indicated that early termination would not be granted while FTC operated on a temporary e-filing system. Today, the Agencies have updated that guidance and as of March 30 will again grant early (...)

The US DoJ requires divestitures in a merger of two national defence contractors to address vertical and horizontal antitrust concerns (United Technologies Corporation / Raytheon)
US Department of Justice (Washington DC)
Justice Department Requires Divestitures in Merger Between UTC and Raytheon to Address Vertical and Horizontal Antitrust Concerns* Divestitures Will Preserve Competition in the United States for Military Airborne Radios, Military GPS Systems, and Reconnaissance Satellite Components The (...)

The US DoJ challenges a merger that highlights key considerations for antitrust reviews of aerospace and defence industry transactions (United Technologies / Raytheon)
McDermott Will & Emery (Washington)
The DOJ Antitrust Division’s recent challenge to the United Technologies/Raytheon merger highlights a few key considerations for antitrust reviews of aerospace and defense industry transactions. The case is a useful illustration of important principles applicable to this unique industry. IN (...)

The US FTC clears a global biopharmaceutical merger subject to several divestments in highly concentrated product markets for ten products that companies use to manufacture biopharmaceutical drugs (Danaher / GE Biopharma)
US Federal Trade Commission (FTC) (Washington)
FTC Imposes Conditions on Danaher Corporation’s Acquisition of GE Biopharma* Merger likely to reduce competition in highly concentrated markets that supply biopharmaceutical companies with key inputs Danaher Corporation has agreed to divest assets to settle Federal Trade Commission charges (...)

The US FTC and US DoJ announces modifications to their policies and procedures, due to the COVID-19 pandemic, including timing and processes in place for reviewing transaction subject to mandatory reporting under HSR Free
Cooley (Washington)
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Cooley (Washington)
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Cooley (Washington)
Antitrust FAQs for Merging Parties What modifications have the FTC and DOJ made for transactions reportable under the Hart-Scott-Rodino Act? Will timing to receive HSR clearance be impacted? While the federal antitrust agencies, the Federal Trade Commission and US Department of Justice (the (...)

The US FTC and DOJ adopt new mergers procedures in response to the COVID-19 pandemic outbreak Free
Jones Day (Washington)
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Jones Day (Washington)
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Jones Day (Washington)
The FTC and DOJ have adopted new procedures in response to the novel coronavirus (COVID-19) pandemic. The changes are intended to help the agencies stay open during the crisis, but merging parties should expect lengthier antitrust reviews until normal operations resume. All merger filings with (...)

The US Premerger Notification Office implements a temporary e-filing system for submission of HSR filings Free
Skadden, Arps, Slate, Meagher & Flom (New York)
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Fenwick & West (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
As a result of developments relating to the COVID-19 coronavirus pandemic, the Premerger Notification Office (PNO) of the Federal Trade Commission has announced that it will implement a temporary e-filing system for Hart-Scott-Rodino (HSR) filings. During this period, all HSR filings must be (...)

The US DOJ extends its timing of merger investigations by 30 days and allows electronic filing of Hart-Scott-Rodino submissions among special measures due to COVID-19 Free
US Department of Justice (Washington DC)
Justice Department Announces Antitrust Civil Process Changes for Pendency of COVID-19 Event* Process Changes Will Ensure that the Department Can Carry Out Its Enforcement Mission While Protecting the Health and Safety of Its Employees and the American Public The Department of Justice (...)

The US DoJ announces antitrust civil process changes for the pendency of COVID-19 events and confirms that the HSR review process will be significantly impacted Free
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
With COVID-19-related closures rolling in daily, you may have questions about the operating status of the federal government’s antitrust enforcement agencies. Currently, the HSR review process does not seem to be significantly impacted, although the agencies will not grant a request for early (...)

The US DoJ and FTC implement a temporary e-filing system for premerger notification documents Free
Cadwalader Wickersham & Taft (New York)
As businesses and government agencies continue to take measures in response to the new coronavirus, one area of notable change is the federal merger clearance process. On March 13, the Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”) implemented a temporary e-filing system (...)

The US FTC Premerger Notification Office temporarily institutes mandatory e-filing system as a special measure due to COVID-19 Free
US Federal Trade Commission (FTC) (Washington)
Premerger Notification Office Implements Temporary e-Filing System* Due to the developing COVID-19 coronavirus pandemic, and consistent with guidance from the Office of Personnel Management, the Premerger Notification Office (PNO) will implement a temporary e-filing system. During this (...)

The US DoJ and FTC issue guidance on merger review during the COVID-19 outbreak and confirm that they continue to operate despite merging parties expecting lengthier reviews Free
Jones Day (Washington)
,
Jones Day (Washington)
,
Jones Day (Washington)
The FTC and DOJ have adopted new procedures in response to the novel coronavirus (COVID-19) pandemic. The changes are intended to help the agencies stay open during the crisis, but merging parties should expect lengthier antitrust reviews until normal operations resume. All merger filings with (...)

The US FTC and EU Commission struggle to balance the need for business and the practical challenges for mergers during the COVID-19 outbreak Free
Freshfields Bruckhaus Deringer (Brussels)
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Freshfields Bruckhaus Deringer (Brussels)
COVID-19 is impacting all sectors of the economy and society, and merger review is no exception. Competition authorities are struggling to balance the need for business continuity and compliance with administrative deadlines on the one hand, with a variety of practical challenges on the other. (...)

The US DoJ and FTC implement policies in response to COVID-19 including new measures to the HSR e-filing system Free
White & Case (Brussels)
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White & Case (Washington)
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White & Case (Washington)
Last week, in response to the outbreak of the Coronavirus disease (COVID-19), the antitrust agencies in the United States and European Union issued policies that will affect, and may delay, merger filings and reviews. On March 13, 2020, the US Department of Justice (“DOJ”) and Federal Trade (...)

The US FTC introduces temporary electronic HSR filing and stops granting early terminations for all filings due to COVID-19 measures Free
Sheppard Mullin (Los Angeles)
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Sheppard Mullin (Washington)
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Sheppard Mullin (Washington)
In response to COVID-19, the FTC’s Premerger Notification Office (PNO) just announced several changes for all Hart-Scott-Rodino (HSR) filings going forward. While these changes have been described as temporary, no specific end date has been identified. Hard copy HSR filings will no longer be (...)

The US DoJ and FTC publish a public statement regarding their ongoing commitment to antitrust enforcement in mergers and acquisitions during the COVID-19 crisis Free
Morgan Lewis (New York)
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Morgan, Lewis & Bockius (Washington)
US antitrust laws already on the books facilitate rapid investment without government delay: important practical tools and rules for dealmakers and their counsel in the wake of the coronavirus (COVID-19) pandemic and the current economic challenges. Recently, leaders of both the US Antitrust (...)

The US DoJ wins historic arbitration of a merger dispute forcing the merging parties to fully divest their entire aluminum auto body sheet operations in North America (Novelis / Aleris)
US Department of Justice (Washington DC)
Justice Department Wins Historic Arbitration of a Merger Dispute* Novelis Inc. Must Divest Assets to Consummate Transaction with Aleris Corporation The Department of Justice prevailed in a first-of-a-kind arbitration, which will resolve a civil antitrust lawsuit challenging Novelis’s proposed (...)

The US DoJ brings for the first time a merger enforcement action using arbitration and forces the divestiture of aluminium production in North America (Novelis / Aleris)
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
DOJ Merger Enforcement Arbitration: A Sign of Things To Come?* On March 2020, the Antitrust Division Of the Department Of Justice successfully secured the divestiture by Novelis of Aleris Corporation’s North American aluminum production facilities in U.S. v. Novelis et al. with an unorthodox (...)

The US FTC files an administrative complaint alleging that a proposed merger will reduce competition in the hospital sector (Thomas Jefferson / Albert Einstein Healthcare)
Wolters Kluwer (Riverwoods)
Will FTC’s winning record end planned Philadelphia-area hospital merger?* The FTC and State of Pennsylvania on February 28 moved to block the proposed merger of Jefferson Health and Albert Einstein Healthcare Network, two leading providers of inpatient general acute care hospital services and (...)

The US FTC updates the notification thresholds that determine whether proposed transactions may trigger a filing obligation under the HSR Act
Baker McKenzie (Washington)
Overview The Federal Trade Commission has announced the annual adjustment to notification thresholds that determine whether proposed transactions may trigger a filing obligation under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The revised thresholds will apply to all (...)

The US District Court for the Southern District of New York clears merger between top third and fourth wireless communications providers (State AGs / T-Mobile / Sprint)
Weil, Gotshal & Manges (New York)
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Weil, Gotshal & Manges (Washington)
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Weil, Gotshal & Manges (Washington)
T-Mobile’s Marathon to Acquire Sprint: Five Takeaways from the T-Mobile/Sprint Antitrust Litigation After almost two years of scrutiny by state and federal regulators and an ensuing court battle, T-Mobile US, Inc. (“T-Mobile”) is moving forward with its acquisition of Sprint Corporation (...)

The US FTC issues special orders to large technology companies requesting information on prior acquisitions completed over the last decade (Alphabet / Amazon / Apple / Facebook / Microsoft)
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
On Feb. 11, the Federal Trade Commission announced that it had issued special orders to five large technology companies, requesting information on prior acquisitions completed by the companies during the past 10 years. The FTC’s announcement follows several recent high-profile events relating (...)

The US FTC announces its annual update on the HRS for premerger notification filings and interlocking directorates
Cadwalader Wickersham & Taft (Charlotte)
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Cadwalader Wickersham & Taft (New York)
FTC ANNOUNCES 2020 THRESHOLDS FOR MERGER CONTROL FILINGS UNDER HSR ACT AND INTERLOCKING DIRECTORATES UNDER THE CLAYTON ACT* The Federal Trade Commission (“FTC”) has announced its annual revisions to the dollar jurisdictional thresholds in the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (...)

The US FTC announces the revised merger notification thresholds
Shearman & Sterling (Washington)
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Shearman & Sterling (New York)
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Plant Powered Metro (New York)
On January 28, 2020, the U.S. Federal Trade Commission (FTC) announced the annual changes to the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The new size of transaction threshold is $94 million. The new HSR Act thresholds will go into (...)

The US FTC announces its adjustments to the HSR Act threshold and determines which mergers and acquisitions must be reported to the federal government before consummation
Jones Day (Chicago)
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Jones Day (Washington)
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Jones Day (Washington)
This week, the Federal Trade Commission announced its 2020 adjustments to the Hart-Scott-Rodino ("HSR") Act thresholds. These thresholds determine which mergers and acquisitions must be reported to the federal government before consummation. The new thresholds take effect on February 27, and (...)

The US FTC announces that it will raise the HSR Act jurisdictional and filing fee thresholds
Morgan, Lewis & Bockius (Washington)
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Morgan, Lewis & Bockius (Washington)
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Morgan Lewis (New York)
Transactions closing on February 27 or later will be subject to increased HSR Act jurisdictional and filing fee thresholds. The Federal Trade Commission (FTC) announced on January 28 that it will raise the Hart­-Scott­-Rodino Act (HSR Act) jurisdictional and filing fee thresholds. Any (...)

The US FTC announces that the dollar-based thresholds applicable to the HSR pre-merger notification program will be raised from the 2019 levels
Dechert (New York)
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Dechert (Washington)
On January 27, 2020, the U.S. Federal Trade Commission ("FTC") announced in the Federal Register that the dollar-based thresholds applicable to the Hart-Scott-Rodino (“HSR”) premerger notification program will be raised about 4.4 percent from the 2019 levels. As a result, the HSR minimum (...)

The US FTC revises the thresholds for the HSR pre-merger notification
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
NOTIFICATION THRESHOLD UNDER THE HART-SCOTT-RODINO ACT INCREASED TO $94 MILION* The US Federal Trade Commission today announced increased thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and for determining whether parties trigger the prohibition against interlocking (...)

The US FTC increases thresholds for Hart-Scott-Rodino Act and Corporate Interlock Statute
Baker Botts (Washington)
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Baker Botts (Washington)
On January 28, 2020, the Federal Trade Commission announced new jurisdictional thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) and Section 8 of the Clayton Act (“Corporate Interlock Statute”). The FTC is required to adjust the thresholds annually, based on (...)

The US FTC announces the revised merger notification thresholds
Skadden, Arps, Slate, Meagher & Flom (New York)
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Fenwick & West (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
On January 28, 2020, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). If a proposed (...)

The US FTC announces annual revisions to the HSR Act filing thresholds, civil penalty maximum, and interlocking directorate thresholds
Weil, Gotshal & Manges (Washington)
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Weil, Gotshal & Manges (New York)
HSR Act Filing Thresholds, Civil Penalty Maximum, and Interlocking Directorate Thresholds Revisions* On January 28, 2020, the U.S. Federal Trade Commission (FTC) announced the annual revisions to the jurisdictional thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR (...)

The US FTC and the US DoJ release a joint draft on vertical merger guidelines for public comment
Shearman & Sterling (Washington)
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Shearman & Sterling (Washington)
,
Shearman & Sterling (Washington)
On Friday, the Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) released joint draft Vertical Merger Guidelines (“Guidelines”) for public comment. This much anticipated revision to the Guidelines, which had not been updated in more than 35 years, (...)

The US DoJ and FTC issue draft vertical merger guidelines
Baker Botts (Washington)
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Baker Botts (Washington)
Update: On February 3, 2020, the DOJ and FTC announced that the deadline for submitting public comments on the draft vertical merger guidelines has been extended to February 26, 2020. The agencies also announced two public workshops – on March 11 and March 18 – to solicit dialogue on the draft (...)

The US Doj and FTC issue draft vertical merger guidelines
Jones Day (Washington)
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Jones Day (Washington)
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Jones Day (Washington)
Last week, the U.S. Department of Justice ("DOJ") and Federal Trade Commission ("FTC") issued draft Vertical Merger Guidelines. Vertical mergers combine two or more companies operating at different levels of a supply chain for a related product, e.g., windshields and cars. This is the first (...)

The US FTC and DoJ release a draft of an update to the 1984 vertical merger guidelines
Bona Law (Detroit)
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Bona Law (San Diego)
US ANTITRUST AGENCIES RELEASE UPDATED VERTICAL MERGER GUIDELINES* In big antitrust news, the Federal Trade Commission and Department of Justice Antitrust Division released a draft of an update to the 1984 Vertical Merger Guidelines (VMG) on January 10, 2020. Only three of the five FTC (...)

The US DOJ and FTC announce new draft vertical merger guidelines
Weil, Gotshal & Manges (Washington)
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Weil, Gotshal & Manges (Washington)
DOJ and FTC Announce New Draft Vertical Merger Guidelines* On January 10, 2020, the Department of Justice’s Antitrust Division (“DOJ”) and the Federal Trade Commission (“FTC”) (together, the “Agencies”) released Draft Vertical Merger Guidelines (the “Draft Guidelines”) that are intended to outline the (...)

The US FTC and DoJ update the vertical merger guidelines
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
FTC AND DOJ DRAFT VERTICAL MERGER GUIDELINES PROVIDE ADDITIONAL TRANSPARENCY TO AGENCY PRACTICE* For the first time since the Department of Justice Antitrust Division (DOJ) published non-horizontal merger guidelines in 1984, the DOJ and Federal Trade Commission (FTC) issued updated Vertical (...)

The US FTC files an administrative complaint challenging consummated acquisition and non-reportable transactions in the body-worn camera market (Safariland / Axon / VieVu)
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
FTC CHALLENGES AXON’S CONSUMMATED ACQUISITION OF BODY-WORN CAMERA COMPETITOR* The US antitrust regulators continue to challenge consummated transactions. On January 3, 2020, the FTC filed an administrative complaint against Axon Enterprise, Inc., challenging its consummated acquisition of (...)

The US FTC finds a consummated merger between two sellers of prosthetic knees anticompetitive and orders assets to be divested (Otto Bock / Freedom)
Davis Polk & Wardwell (New York)
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Davis Polk & Wardwell (New York)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On November 6, 2019, the Federal Trade Commission unanimously found that the consummated merger of two sellers of prosthetic knees violated United States (...)

The US FTC orders the unwinding of a merger between two companies supplying prosthetics as they were not HSR-reportable (Otto Bock / Freedom)
Orrick, Herrington & Sutcliffe (Washington DC)
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Orrick, Herrington & Sutcliffe (Washington DC)
The HSR Act requires that parties to certain transactions submit a premerger notification filing to the Department of Justice Antitrust Division (DOJ) and Federal Trade Commission (FTC), and then observe a waiting period before closing. Any transaction valued in excess of the HSR threshold – (...)

The US FTC confirms the acquisition of a rival lessens competition in the market for microprocessor-driven prosthetic knees (Otto Bock / Freedom)
Cadwalader Wickersham & Taft (New York)
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Cadwalader Wickersham & Taft (Charlotte)
BUYER BEWARE: FTC ORDERS UNWINDING OF A CONSUMMATED TRANSACTION* What happened? On November 6, 2019, the Federal Trade Commission (“FTC”) voted 5-0 to uphold Administrative Law Judge D. Michael Chappell’s initial decision that Otto Bock HealthCare GmbH’s (“Otto Bock”) acquisition of rival Freedom (...)

The US FTC requires the parties in a sale of natural gas pipeline to revise their agreement in order to eliminate a non-compete covenant deemed unreasonably limited in scope (Nexus Gas Transmission / DTE Energy)
Fried Frank Harris Shriver & Jacobson (New York)
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Fried Frank Harris Shriver & Jacobson (New York)
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Kirkland & Ellis (New York)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. In a September 13, 2019 enforcement action, the Federal Trade Commission required the parties in a sale of a natural gas pipeline to revise their agreement to (...)

The US DoJ agrees to refer the product market definition to binding arbitration (Novelis / Aleris Corporation)
Jones Day (Washington)
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Jones Day (Washington)
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American Express (New York)
For the first time in history, DOJ’s Antitrust Division plans to use binding arbitration to resolve an important element of a merger challenge. As part of its lawsuit to block the proposed acquisition of Aleris Corporation by Novelis Inc., the parties and DOJ agreed to resolve the issue of (...)

The US DoJ submits a market definition question to the binding arbitration (Novelis / Aleris Corporation)
Bradley Arant Boult Cummings (Washington)
MERGERS AND ACQUISITIONS, MARKET DEFINITION, UNITED STATES OF AMERICA, ARBITRATION, ALUMINUM FOR AUTOMOTIVE APPLICATIONS* On September 4, 2019, the United States Department of Justice’s Antitrust Division sued to block Novelis, Inc.’s acquisition of Aleris Corporation, alleged to be a “new and (...)

The US DoJ provides details on the use of arbitration to resolve a challenge to a proposed acquisition in the market of the aluminium sheet (Novelis / Aleris Corporation)
Jones Day (Washington)
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American Express (New York)
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Jones Day (Washington)
In Short: The Situation: The United States Department of Justice Antitrust Division ("DOJ") has provided details on the unprecedented use of arbitration to resolve its challenge to the proposed acquisition of Aleris Corporation by Novelis Inc. The Significance: Companies now have greater (...)

The US DoJ agrees to use binding arbitration to resolve merger disputes for a new approach in antitrust enforcements (Novelis / Aleris Corporation)
Constantine Cannon (New York)
DOJ AGREEMENT TO USE BINDING ARBITRATION TO RESOLVE MERGER DISPUTE COULD HERALD NEW APPROACH IN ANTITRUST ENFORCEMENT* Federal antitrust enforcers may be increasingly looking to arbitrators—instead of federal courts—to be the arbiters of competition law if a new approach in enforcement takes (...)

The US DoJ for the first time elects binding arbitration to resolve a merger challenge (Novelis / Aleris Corporation)
Gibson Dunn (Washington)
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Gibson Dunn (Washington)
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Milbank (Washington)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On September 4, 2019, the U.S. Department of Justice’s Antitrust Division filed a complaint in the Northern District of Ohio challenging Novelis Inc.’s proposed (...)

The US DoJ leaves the door open to offering proof that harm to innovation in the market for airline bookings is separate and independent basis to block a merger (Sabre / Farelogix)
Orrick, Herrington & Sutcliffe (Washington DC)
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Orrick, Herrington & Sutcliffe (Washington DC)
In its recent complaint challenging the $360 million acquisition of Farelogix by Sabre, the Department of Justice (“DOJ”) appears to have left the door open to offering proof that harm to innovation in the market for airline bookings is a separate and independent basis to block the merger. When (...)

The EU Commission follows other countries’ antitrust authorities and assesses penalties against an optical products company for structuring a transaction to avoid premerger notification filings and the waiting period requirements (Canon / Toshiba)
Jones Day (Brussels)
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Jones Day (Washington)
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Jones Day (Brussels)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. Antitrust authorities in the United States and European Union have assessed penalties and fines against Canon, and in the United States, Toshiba, for structuring (...)

The US FTC announces changes to the Hart-Scott-Rodino premerger notification rules
Jones Day (Washington)
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Jones Day (Chicago)
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Jones Day (Washington)
The Federal Trade Commission ("FTC") announced changes to the Hart-Scott-Rodino ("HSR") Premerger Notification Rules relating to Item 5 of the HSR Form that take effect starting September 25, 2019. Item 5 currently requires filers to report relevant U.S. revenues categorized using the U.S. (...)

The US FTC and the Colorado Attorney General file a complaint against a merger between an insurance company and a health services business for resulting in both horizontal and vertical competitive effects (UnitedHealth / DaVita)
US Federal Trade Commission (FTC) (Washington)
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Axinn Veltrop & Harkrider
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On June 19, UnitedHealth Group Incorporated (UnitedHealth Group) and DaVita, Inc. (DaVita) agreed to two separate consent agreements to resolve antitrust (...)

The US District Court for the District Court of Columbia imposes a $2.5 million civil penalty against a manufacturer of imaging equipment for violating the pre-merger notification and waiting period requirements of the HSR Act (Canon / Toshiba)
Willkie Farr & Gallagher (New York)
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Willkie Farr & Gallagher (New York)
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Willkie Farr & Gallagher (New York)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. Earlier this summer, the U.S. Department of Justice (the “DOJ”) filed a proposed final judgment against Canon Inc. (“Canon”) and Toshiba Corp. (“Toshiba”), imposing (...)

The US Court of Appeals for the D.C. Circuit upholds a district Court decision finding a merger in the video distribution sector unlikely to harm competition (AT&T / Time Warner)
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
“[T]here is no need to opine on the proper legal standards for evaluating vertical mergers because, on appeal, neither party challenges the legal standards the district court applied.” —U.S. Circuit Judge Judith W. Rogers, United States v. AT&T Inc. Antitrust practitioners and business (...)

The U.S. Court of Appeals in Washington D.C. finds that the government has not proved that a merger between video distribution companies would substantially lessen competition or tend to create a monopoly (AT&T / Time Warner)
Wolters Kluwer (Riverwoods)
Justice Department Unable to Overturn Decision Allowing AT&T Merger with Time Warner* The U.S. Court of Appeals in Washington, D.C. last week concluded that the government failed to prove that the combination of AT&T Inc. and Time Warner Inc. would violate Sec. 7 of the Clayton Act. A (...)

The US Court of Appeals for the DC Circuit holds that the US DoJ failed to show that the District Court erred in denying the government’s request for a permanent injunction is blocking a merger (AT&T / Time Warner)
Paul Weiss (New York)
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Paul Weiss (Washington)
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US Department of Justice (Washington DC)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On February 26, 2019, the United States Court of Appeals for the District of Columbia Circuit held that the U.S. Department of Justice (DOJ) failed to show that (...)

The US FTC announces that it will raise the Hart Scott Rodino Act jurisdictional and filing fee thresholds
Morgan Lewis (New York)
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Morgan, Lewis & Bockius (Washington)
Transactions closing in mid-March will be subject to increased HSR Act jurisdictional and filing fee thresholds. On February 15, the Federal Trade Commission (FTC) announced that it will raise the Hart­Scott­Rodino Act (HSR Act) jurisdictional and filing fee thresholds. Any transaction closing (...)

The US FTC publishes a notice revising the pre-merger notification thresholds under the HSR Act
Greenberg Traurig (Washington)
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Greenberg Traurig (New York)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On Feb. 15 the Federal Trade Commission (FTC) published a notice to revise the premerger notification thresholds for mergers and acquisitions under the (...)

The US FTC announces the annual update of thresholds for premerger notification filings
Skadden, Arps, Slate, Meagher & Flom (New York)
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Fenwick & West (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
On February 15, 2019, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). If a (...)

The US FTC announces its revised jurisdictional thresholds for the HSR and Clayton act
Baker Botts (Washington)
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Baker Botts (Washington)
On February 15, 2019, the Federal Trade Commission announced new jurisdictional thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) and Section 8 of the Clayton Act (“Corporate Interlock Statute”). The FTC is required to adjust the thresholds annually, based on (...)

The US FTC conditionally approves a merger in the office supply market subject to behavioral remedies (Staples / Essendant)
McDermott Will & Emery (Washington)
THE LATEST: FTC Allows Problematic Vertical Merger to Proceed with a Behavioural Remedy* On January 28, the US Federal Trade Commission (FTC) announced that it had accepted a proposed settlement with office supply distributors Staples and Essendant in connection with Staples’ proposed $482.7 (...)

The US FTC approves a merger in the office products market subject to behavioral remedies (Staples / Essendant)
Constantine Cannon (New York)
FTC Approval of Staples-Essendant Merger Exposes Fault Lines on Merger Enforcement* The U.S. Federal Trade Commission’s (“FTC”) recent approval of Staples, Inc.’s acquisition of office supply wholesaler Essendant, Inc.—on a party-line three-to-two vote—reveals the agency’s divergent political views (...)

The US DoJ announces new Model Timing Agreement for Merger Investigations
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
THE LATEST: DOJ Announces New Model Timing Agreement for Merger Investigations* Consistent with Assistant Attorney General Delrahim’s speech on September 25, 2018, the DOJ released a new Model Timing Agreement which sets out that it will require fewer custodians, take fewer depositions, and (...)

The US DoJ introduces reforms to speed up merger reviews with a new model timing agreement
Jones Day (Washington)
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Jones Day (Houston)
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Jones Day (Washington)
The Trump Administration leadership at the U.S. Department of Justice and Federal Trade Commission have announced reforms regarding merger reviews. This Jones Day White Paper reviews these reforms and their strategic implications for merging parties. As described more fully below, there is (...)

The US DoJ conditionally approves a merger in the healthcare industry, subject to structural remedies (CVS / Aetna)
International Center for Law & Economics (Portland)
The DOJ’s approval of the CVS/Aetna Merger and vertical innovation by incumbents* Last week, the DOJ cleared the merger of CVS Health and Aetna (conditional on Aetna’s divesting its Medicare Part D business), a merger that, as I previously noted at a House Judiciary hearing, “presents a creative (...)

The US DoJ clears a merger between two vertically linked businesses due to sufficient competition in their respective markets subject to the divestment of their horizontally overlapping business in the healthcare sector (CVS / Aetna)
Secretariat Economists (San Francisco)
Department of Justice Clears Merger of CVS and Aetna* The Department of Justice (DOJ) recently cleared the merger of CVS Health Corporation (CVS) and Aetna Inc. (Aetna), only requiring divestiture of Aetna’s horizontally overlapping Medicare Part D prescription drug plan business. Aetna is (...)

The US District Court for the Eastern District of Virginia requires divestiture in a long-consummated merger (Steves & Sons / Jeld-Wen / CMI)
Jones Day (Houston)
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Jones Day (Washington)
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Sheppard Mullin (Washington)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. Congratulations! Your deal navigated through antitrust review, you closed the transaction, and you are making your way through the three-year integration plan. (...)

The US District Court for the Eastern District of Virginia orders a defendant in private antitrust litigation to divest a manufacturing plant following a competitor’s merger challenge (Steves & Sons / Jeld-Wen / CMI)
Jones Day (Houston)
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Jones Day (Washington)
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Sheppard Mullin (Washington)
A federal district court has ordered a defendant in private antitrust litigation to divest a manufacturing plant following a competitor’s merger challenge. Although the decision is certain to be appealed, it may embolden customers or competitors wishing to challenge a transaction and create new (...)

The US District Court of Delaware spotlights the importance of antitrust risk-shifting provisions in merger agreements in the pharmaceutical sector (Akorn / Fresenius)
Gibson Dunn (Washington)
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Baker Botts (Brussels)
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Baker Botts (Washington)
As counsel involved in negotiating mergers, acquisitions, or other transactions know, provisions that allocate antitrust risk between buyer and seller, or between joint venture (JV) partners, are a common feature of merger and JV agreements. Such provisions are increasingly important in today’s (...)

The Massachusetts Health Policy Commission identifies significant competitive overlap in a proposed merger of several hospital systems as it would enhance the bargaining leverage with insurers (Beth Israel Lahey Health / Partners HealthCare)
Bates White (Washington)
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Bates White (Washington)
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Bates White (Washington)
This article has been nominated for the 2020 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. A STRONGER SECOND COMPETITOR? ANALYZING THE COMPETITIVE EFFECTS OF THE BETH ISRAEL LAHEY HEALTH TRANSACTION* I. BACKGROUND Could a merger between rival firms (...)

The US DoJ Assistant Attorney General announces merger investigations reforms seeking to resolve most merger investigation within six months of filing
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
Today, Assistant Attorney General Makan Delrahim announced a series of reforms with the express goal to resolve most merger investigations within six months of filing. The reforms seek to place the burden of faster reviews not only on the Antitrust Division of the Department of Justice (DOJ), (...)

The US FTC publishes a new Model Timing Agreement for merger investigations
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
What happened: On August 7, the FTC published a new Model Timing Agreement. Timing agreements are agreements between FTC staff and merging parties that outline the FTC’s expected timing for various events in order for it to conduct an orderly investigation during a Second Request. The FTC (...)

The US District Court for the District of Columbia rejects the DoJ’s challenge to a vertical merger between an entertainment company and a distribution company (AT&T / Time Warner)
Jones Day (Washington)
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Jones Day (Washington)
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Jones Day (Houston)
This article has been nominated for the 2019 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. Court Rejects DOJ Antitrust Challenge to AT&T/Time Warner* After eighteen months of investigation and litigation, a federal district court has rejected the (...)

The District Court of Columbia approves a vertical merger in the entertainment market against the DoJ request (AT&T / Time Warner)
Portland State University
AT&T-Time Warner merger approved* AT&T’s merger with Time Warner has lead to one of the most important, but least interesting, antitrust trials in recent history. The merger itself is somewhat unimportant to consumers. It’s about a close to a “pure” vertical merger as we can get in (...)

The US District Court for the District of Columbia rejects the DOJ’s challenge to a vertical merger in the entertainment sector (AT&T / Time Warner)
Fried Frank Harris Shriver & Jacobson (New York)
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Fried Frank Harris Shriver & Jacobson (New York)
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Fried Frank Harris Shriver & Jacobson (Washington)
This article has been nominated for the 2019 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. Court rejects DOJ challenge to AT&T / Time Warner vertical merger* In a much anticipated decision, Judge Richard Leon on June 12, 2018, rejected the (...)

The US FTC conditionally approves a vertical merger in the defense industry subject to behavioral remedies (Northrop Grumman / Orbital ATK)
McDermott Will & Emery (Washington)
Aerospace & Defense Series: Behavioral Remedies Remain a Viable Solution for Vertical Mergers in the Defense Industry* Summary The recent FTC decision in the Northrop Grumman / Orbital ATK matter has shed light on the agency’s vertical merger enforcement policy and outlined a path to (...)

The US FTC conditionally clears a merger subject to divestitures in the pharmaceutical market (Amneal / Impax)
Weil, Gotshal & Manges (Washington)
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Weil, Gotshal & Manges (Washington)
FTC Applies its Merger Remedy Best Practices and Announces a New Divestiture Principle in Recent Pharmaceutical Enforcement Action* On April 27, 2018, the Federal Trade Commission (“FTC”) announced a proposed consent agreement with Amneal Pharmaceuticals LLC (“Amneal”) and Impax Laboratories, Inc. (...)

The US FTC publishes a blog post reminding merging parties to avoid creating antitrust liability through the exchange of competitively sensitive information during merger negotiations
US Department of Justice (Washington DC)
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Jones Day (Dallas)
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Jones Day (Washington)
In Short The Situation: The Federal Trade Commission ("FTC") recently published a blog post reminding merging parties to avoid creating antitrust liability through the exchange of competitively sensitive information during merger negotiations and due diligence. The Risk: Information-sharing (...)

The U.S. Senate approves the Economic Growth, Regulatory Relief and Consumer Protection Act that would repeal or modify certain provisions of the Dodd-Frank Act
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
On March 14, 2018, the U.S. Senate approved the Economic Growth, Regulatory Relief and Consumer Protection Act, a bipartisan bill that would repeal or modify certain provisions of the Dodd-Frank Act and eliminate or ease a number of regulatory burdens on superregional, regional and large (...)

The US FTC challenges a merger due to the potential negative effects it caused in the market of marine water treatment for chemicals (Drew Marine Group / Wilhelmsen Maritime Services)
Secretariat Economists (Washington)
FTC ALLEGES "GLOBAL FLEETS" IN CHALLENGE TO WILHELMSEN’S ACQUISITION OF DREW MARINE* The Federal Trade Commission (“FTC”) recently issued an administrative complaint and amended complaint challenging the proposed acquisition of Drew Marine Group (“Drew”) by Wilhelmsen Maritime Services (...)

The US FTC issues an administrative complaint challenging a merger in the global fleet market which can increase the risk of price discrimination and reduce competition (Wilhelmsen Maritime / Drew Marine)
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
The Federal Trade Commission (FTC) recently announced that it has challenged a merger between Wilhelmsen Maritime Services (Wilhelmsen) and Drew Marine Group (Drew) because of an overlap in service to “global fleet customers,” a narrow customer segment that purchases marine water treatment (...)

The US Federal Trade Commission increases notification thresholds under the Hart-Scott-Rodino Act and Clayton Act Section 8
McDermott Will & Emery (Washington)
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McDermott Will & Emery (Washington)
The US Federal Trade Commission (FTC) announced revised thresholds for Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) pre-merger notifications on January 26, 2018. These increased thresholds will become effective in late February or early March. These new thresholds apply to any (...)

The US FTC announces that the Hart-Scott-Rodino premerger notification program will be raised about 4.4 percent from the 2017 levels
Dechert (New York)
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Dechert (Washington)
HSR Filing Threshold Increases to US$84.4 Million HSR Act or Rule Provision2018 Indexed Value US$50 million size-of-transaction test US$84.4 million US$200 million size-of-transaction test US$337.6 million US$100 million size-of-person test US$168.8 million US$10 million size-of-person (...)

The US FTC announces new jurisdictional thresholds for the HSR, which it adjusts annually based on changes in the gross national product
Baker Botts (Washington)
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Baker Botts (Washington)
On January 26, 2018, the Federal Trade Commission announced new jurisdictional thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) and Section 8 of the Clayton Act (“Corporate Interlock Statute”). The FTC is required to adjust the thresholds annually, based on (...)

The US Federal Trade Commission announces the annual changes to the Hart-Scott-Rodino Act notification thresholds
White & Case (Washington)
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White & Case (Washington)
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White & Case (Washington)
On January 26, 2018, the Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds. The FTC is required by law to revise the jurisdictional thresholds annually, based on the change in gross national product. Accordingly, the 2018 (...)

The US FTC challenges a merger in what it defines as markets for the retail sale of gasoline and the retail sale of diesel and requires divestitures in 10 local geographic markets (Alimentation Couche-Tard / Holiday)
McDermott Will & Emery (Washington)
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Milbank (London)
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McDermott Will & Emery (Dusseldorf)
THE LATEST: FTC CHALLENGES RETAIL FUEL STATION AND CONVENIENCE STORE TRANSACTION— REQUIRES TEN LOCALIZED DIVESTITURES IN WISCONSIN AND MINNESOTA* WHAT HAPPENED: Alimentation Couche-Tard Inc. (ACT) and its subsidiaries (including Circle K Stores, Inc.) are engaged in the retail sale of gasoline (...)

The US FTC files an administrative complaint challenging a proposed acquisition in the market for third-party paid referral services for senior living facilities and enters into a consent decree (Red Venture / Bankrate)
Georgetown University Law Center (Washington DC)
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Shearman & Sterling (Washington)
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Shearman & Sterling (Washington)
This article has been nominated for the 2018 Antitrust Writing Awards. Click here to learn more about the Antitrust Writing Awards. On November 3, 2017, the Federal Trade Commission filed a complaint challenging Red Ventures’ proposed acquisition of Bankrate. The FTC alleged that the deal (...)

The US Government Accountability Office publishes the results of its study into the prescription drug industry
Baker Botts (Washington)
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Baker Botts (Brussels)
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Gibson Dunn (Washington)
Prior to the year-end holiday season, the United States Government Accountability Office (“GAO”) released the results of its long-awaited study into the prescription drug industry’s “Profits, Research and Development Spending, and Merger and Acquisition Deals.” The report responds to Congressional (...)

The US DoJ files a complaint seeking to partially unwind a merger between two producers of aviation fuel filtration products on the basis that it substantially lessens competition in the market (Clarcor / Parker-Hannifin)
Fenwick & West (Washington DC)
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Freshfields Bruckhaus Deringer (Washington)
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Freshfields Bruckhaus Deringer (Washington)
On September 26, 2017 the Antitrust Division of the United States Department of Justice (DOJ) filed a complaint in the US District Court for the District of Delaware seeking to partially unwind a merger between two producers of aviation fuel filtration products. In its complaint, the DOJ (...)

The US FTC conditionally clears the transaction between two neurosurgical companies (Integra / Johnson & Johnson)
United Kingdom’s Competition Authority (CMA) (London)
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McDermott Will & Emery (Washington)
What Happened: On February 14, 2017, Integra agreed to purchase Johnson & Johnson’s Codman neurosurgery business (excluding Codman’s neurovascular and drug deliver businesses) for $1.045 billion. Seven months later, on September 25, 2017, the Federal Trade Commission (FTC) agreed to clear the (...)

The US FTC sues to block the proposed physician acquisition group by a health system due to the possibility to create very high market shares (Sanford Health / Mid-Dakota Clinic)
McDermott Will & Emery (Washington)
With its latest lawsuit to block an acquisition of physicians, the Federal Trade Commission (FTC) confirmed last week that monitoring physician consolidation is a priority. The FTC and North Dakota Attorney General sued to block the proposed acquisition by a health system (Sanford Health) of (...)

The US District Court rejects a failing firm defence and blocks the merger of nuclear waste disposal companies (EnergySolutions / Waste Control Specialists)
US Federal Trade Commission (FTC)
Federal judge blocks merger of nuclear waste disposal companies rejecting "failing firm" defense* On June 21, 2017, US District Judge Sue L. Robinson blocked EnergySolutions, Inc.’s proposed acquisition of Waste Control Specialists LLC (WCS), applying a strict standard for the “failing firm” (...)

The US FTC reaches a consent agreement with merging parties to preserve innovation in the switch box industry (Emerson / Pentair)
McDermott Will & Emery (Washington)
The FTC’s recent consent agreement addressing concerns regarding Emerson Electric Co.’s (Emerson) acquisition of Pentair Plc (Pentair) demonstrates a continued focus on whether transactions will reduce the incentive for merging parties to develop new, innovative products in the future. This is (...)

The EU Commission clears a merger between two US chemical companies (Dow/DuPont)
University of Vienna (Vienna)
Dow/DuPont merger cleared by EU Commission* On March 27, 2017 the EU Commission cleared the merger of two U.S. chemical companies – The Dow Chemical Company (Dow) and E.I. du Pont de Nemours and Company (DuPont) according to the EU Merger Regulation. The Commission opened the investigation (...)

The US Supreme Court of Delaware affirms termination of merger agreement due to the inability of a party to deliver a necessary tax opinion (Energy Transfer / Williams)
White & Case (New York)
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White & Case (New York)
Resolving a dispute surrounding one of the largest M&A deals of 2015, the Delaware Supreme Court affirmed the Delaware Chancery Court’s decision allowing Energy Transfer Equity, L.P. to terminate its proposed acquisition of The Williams Companies, Inc. due to the inability of Energy (...)

The US FTC clears an acquisition between two companies in the energy sector after they agreed to remedy an overlap for the natural gas pipeline (Enbridge / Spectra)
McDermott Will & Emery (Washington)
The Federal Trade Commission (FTC) recently granted US antitrust clearance for Enbridge’s acquisition of Spectra after the parties agreed to behavioral commitments to remedy an overlap for natural gas pipeline transportation from the wellhead in three markets off the coast of Louisiana (Green (...)

The US District Court for the District of Columbia blocks two proposed mergers in the insurance sector brought and litigated under the Obama administration (Aetna / Humana and Anthem / Cigna)
Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
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Skadden, Arps, Slate, Meagher & Flom (New York)
In a continuation of recent Department of Justice (DOJ) successes challenging mergers, the U.S. District Court for the District of Columbia recently enjoined two more proposed mergers brought and litigated under the Obama administration. Aetna’s $37 billion proposed acquisition of Humana was (...)

The US FTC raises the thresholds for the Hart Scott Rodino Act
Shearman & Sterling (New York)
The US Federal Trade Commission (“FTC”) has revised and, once again, raised the thresholds for the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The HSR Act may require that parties to proposed stock or asset acquisitions exceeding certain thresholds file (...)

The US FTC announces that it will raise the Hart Scott Rodino Act jurisdictional and filing fee thresholds
Morgan Lewis (New York)
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Morgan, Lewis & Bockius (Washington)
On January 19, the Federal Trade Commission (FTC) announced that it will raise the Hart Scott Rodino Act (HSR Act) jurisdictional and filing fee thresholds. Any transaction closing on or after the effective date of the notice (30 days after the pending publication in the Federal Register) will (...)

The FTC announces that the Hart-Scott-Rodino premerger notification program will be raised about from the 2016 levels
Dechert (New York)
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Dechert (Washington)
HSR Filing Threshold Increases to US$80.8 Million HSR Act or Rule Provision2017 Indexed Value US$50 million size-of-transaction test US$80.8 million US$200 million size-of-transaction test US$323.0 million US$100 million size-of-person test US$161.5 million US$10 million size-of-person (...)

The US FTC revises thresholds for HSR Act notifications and for interlocking directorates
Weil, Gotshal & Manges (Washington)
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Shearman & Sterling (New York)
Agencies report annual HSR threshold increases* On January 19, 2017, the FTC announced revisions to the jurisdictional thresholds for the Hart-Scott- Rodino Antitrust Improvements Act of 1976 (HSR Act), which will become effective on February 27, 2017 and apply to transactions consummated on (...)

The US FTC announces new jurisdictional thresholds for the HSR that will be effective 30 days after publication in the Federal Register
Baker Botts (Washington)
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Baker Botts (Washington)
On January 19, 2017, the Federal Trade Commission announced new jurisdictional thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) and Section 8 of the Clayton Act (“Corporate Interlock Statute”). The FTC is required to adjust the thresholds annually, based on (...)

The US FTC challenges a merger using a monopolization theory to allege that the merger would eliminate nascent competition in the therapeutic adrenocorticotropic hormones (Questcor Pharmaceuticals / Mallinckrodt)
McDermott Will & Emery (Washington)
The Federal Trade Commission (FTC) challenged a consummated transaction using a monopolization theory to allege that the acquisition would eliminate “nascent” competition for therapeutic adrenocorticotropic hormones (ACTH) in the United States. WHAT HAPPENED: Questcor Pharmaceuticals, Inc.’s (...)

The US FTC issues its second report on merger remedies
Baker McKenzie (Chicago)
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Baker McKenzie (Washington)
Expanding on the FTC’s divestiture study in 1999, on 19 January 2017, the FTC issued its second report, The FTC’s Merger Remedies 2006-2012: A Report of the Bureau of Competition and Economics. Recognizing that the efficacy of its remedies is critical to its mission, the key finding is that "the (...)

The US FTC publishes its merger remedies report and signals tougher enforcement for designing and implementing remedies
Skadden, Arps, Slate, Meagher & Flom (Washington)
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Jones Day (Houston)
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Jones Day (Washington)
The Federal Trade Commission staff have completed a new study evaluating its process for designing and implementing merger remedies and the success of the remedies it has imposed in the past. Its report—"The FTC’s Merger Remedies 2006-2012: A Report of the Bureaus of Competition and (...)

The US Court of Appeals for the Seventh Circuit overturns a district court decision which denies a motion by the FTC to enjoin the proposed merger in a hospital merger case (FTC / Advocate Health Network)
McDermott Will & Emery (Chicago)
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McDermott Will & Emery (Washington)
On October 31, 2016, the US Court of Appeals for the Seventh Circuit handed another important victory to the Federal Trade Commission (FTC) and the State of Illinois in a hospital merger case in Chicago, Illinois. This decision follows closely on the heels of the FTC’s victory earlier this year (...)

The US DoJ decides to criminally charge a former company vice president and director for concealing and attempting to destroy documents in the context of a joint venture investigation (Ralph Groen)
McDermott Will & Emery (Washington)
On October 14, 2016, former vice president and director of information technology of Coach USA, Inc. (Coach), Ralph Groen, entered a guilty plea for concealing and attempting to destroy documents and giving false and misleading statements under oath in a deposition during the US Department of (...)

The US FTC changes its positions on the calculation of the HSR size-of-transaction in connection with leveraged buyouts
McDermott Will & Emery (Brussels)
The Federal Trade Commission (FTC) recently reversed its position on how to calculate the size-of-transaction for HSR purposes in connection with leveraged buyouts (LBOs). This change in position may result in more reportable transactions. As detailed here, the FTC’s position, effective (...)

The US FTC annonces increasing of the civil penalties for violations of the Clayton act
Baker McKenzie (Chicago)
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Jenner & Block (Washington)
The Federal Trade Commission announced that, effective on August 1, 2016, the civil penalties for the following violations will be increased as follows: • Section 7A(g)(1) of the Clayton Act, 15 U.S.C. 18a(g)(1)(premerger filing notification violations under the Hart-Scott- Rodino (HSR) (...)

The US FTC requires divestitures in many local markets for traditional supermarket stores although there are between three and six remaining competitors (Ahold / Delhaize)
Dechert (Washington)
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Dechert (Washington)
FTC Requires Divestitures in Ahold/Delhaize of 81 Stores and Gives Upfront Buyers More Time to Complete Acquisitions; Continues Focus on "Traditional Supermarket" Competition Key Points: The U.S. Federal Trade Commission (FTC) required divestitures in many local markets in Ahold/Delhaize (...)

The US DoJ approves a merger of the world’s two largest beer producers subject to extensive structural and behavioral remedies (AB InBev / SABMiller)
Wilson Elser (New York)
Department of Justice Moves Mega Beer Merger One Round Closer*U.S. Department of Justice (“DOJ”) antitrust officials have approved Anheuser-Busch InBev’s (“ABI”) $107 billion takeover of SABMiller, on condition that ABI divest substantial assets, agree to prohibitions of certain distribution (...)

The US DoJ settles HSR Act violation case with record fine for inappropriately relying on the investment-only exemption and failing to comply with the premerger notification requirements (ValueAct / Halliburton / Baker Hughes)
Shearman & Sterling (New York)
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Weil, Gotshal & Manges (Washington)
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Weil, Gotshal & Manges (Washington)
Hedge Fund Settles HSR Act Violation, Setting Record $11 Million Fine* On July 12, 2016, two ValueAct funds and their common general partner (collectively, “ValueAct”) agreed to pay an $11 million penalty and adopt extensive compliance procedures to settle alleged violations of the (...)