The Federal Trade Commission (“FTC”) has announced a final rulemaking on a unanimous vote that will expand the reporting requirements for mergers and acquisitions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The new reporting requirements will go into effect after the new year in mid-January 2025. No changes will be made
Treasury Department Moves to Expand CFIUS’s Real Estate Jurisdiction & Implement China-Bound Tech Investment Restrictions
The U.S. Department of the Treasury (Treasury), as Chair of the Committee on Foreign Investment in the United States (CFIUS), has announced a proposed rule to expand CFIUS’s jurisdiction over real estate transactions by foreign persons. The Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) granted CFIUS authority to review certain real estate transactions in close proximity to United States military installations or certain or facilities or properties of the U.S. Government.
CFIUS Developments Counsel Caution for In-bound U.S. Investment
With an eye towards preserving and expanding the gatekeeper role in national security, the Committee on Foreign Investment in the United States (CFIUS) has issued proposed rules to strengthen enforcement.
On April 11, 2024, the U.S. Department of the Treasury, as Chair of CFIUS, announced proposed rules and accepted comment until May 15, 2024, 30 days following publication in the Federal Register on April 15, 2024. The proposed rules strengthen CFIUS regulations and enforcement tools in the following ways.
White House Updates Critical and Emerging Technologies List to Address AI, Data Security, Space and Geopolitical Competition
Implications for CFIUS Reporting and Review
The Executive Branch, through the National Science and Technology Council and the National Security Council, committed in 2020 to identify that are potentially significant to U.S. national security. The 2024 update was released on February 12, 2024. Updated every two years, the CET list is the product of extensive interagency deliberations, and “ …builds upon earlier lists and may inform government-wide and agency-specific efforts supporting U.S. technological competitiveness and national security.”
DOJ Withdraws Three Decades of Health Care Antitrust Policy
The DOJ continued its transformation of long-standing antitrust policy on February 3rd, withdrawing a slate of long-standing antitrust policy statements addressing healthcare markets and providers. The three guidance documents, though non-binding, provided certainty in healthcare deal making for the past three decades.The first statement, issued September 1993, impacts antitrust safety zones for hospital mergers, hospital
A Merging Parties’ Approach to New FTC HSR Policy
In 1976, Congress enacted the Hart-Scott-Rodino Act (HSR). Under the HSR merger review process, parties to transactions above certain thresholds must provide advance notice to the Federal Trade Commission (FTC) and the Department of Justice (DOJ) and may not complete the transaction until expiration of the statutory waiting period.
The FTC and DOJ retain jurisdiction