The Federal Trade Commission (FTC) has issued a final rule significantly expanding premerger notification and reporting requirements under the Hart-Scott-Rodino Act (HSR Act). While the scope of reportable transactions remains unchanged, the new rule will dramatically expand the disclosure requirements.
HSR/Antitrust/Enforcement
Long-Awaited Revisions to HSR Reporting Rules Set to Take Effect This January
By John R. Ingrassia, Bryan A. Cruz & Jennifer C. Ok on
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…
Public Portal to Promote Healthy Competition
On Thursday, April 18, the Department of Justice (“DOJ”), the Federal Trade Commission (“FTC”), and the Department of Health and Human Services (“HHS”) announced the launch of an online portal that allows the public to report potential health care antitrust violations.
Notice of Proposed Rulemaking under the Bank Merger Act to Increase Transparency
By John R. Ingrassia & Precious L. Penny on
The U.S. Office of the Comptroller of Currency (OCC) released a notice of proposed rulemaking (NPR) seeking to “increase the transparency of the standards that apply to the agency’s review of business combinations involving national banks and Federal savings associations.” The NPR includes several amendments to the procedures for reviewing proposed bank mergers under the Bank Merger Act (BMA).
FTC Announces 2024 Thresholds Under HSR Act and Clayton Act
The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually in alignment with prior year economic activity. The article identifies the adjustments that are likely to be the most relevant to our clients and reiterates several important practice tips.
Proskauer Secures Defense Win for Sanderson Farms in $7 Billion Antitrust Jury Trial
Full Defense Verdict in One of the Largest-Ever Agriculture Industry Antitrust Trials in the U.S.
NEW YORK, October 26, 2023 – Proskauer, a leading international law firm, announced today that it secured a landmark victory for Sanderson Farms in a blockbuster broiler chicken antitrust conspiracy case. Following a six-week trial, a jury in the U.S. District Court for the Northern District of Illinois delivered a full defense verdict, rejecting the Plaintiffs’ claims that alleged that Sanderson Farms participated in a supply reduction conspiracy with other producers in the broiler industry between 2008 and 2012.
Executive Order Curbs China-Bound Tech Investment as Treasury Unveils New Rules
By Erica T. Jones, John R. Ingrassia & Robert Sutton on
On August 9, 2023, President Biden signed Executive Order 14105 addressing investments by U.S. persons in certain identified national security technologies in “Countries of Concern,” initially naming The People’s Republic of China, The Special Administrative Region of Hong Kong and The Special Administrative Region of Macau. The Order, long anticipated, represents a further tightening of capital flows between the U.S. and China, following several years of increasing scrutiny on Chinese inbound investment into the U.S.
What do companies need to know if the Federal Trade Commission’s proposed merger review changes are implemented?
By John R. Ingrassia, Mary Wilks, Ben Orlanski & Colin Kass on
“Merger review is about to get thornier. While the FTC and DOJ have been tightening the merger review process incrementally over the course of the Biden administration, the newly proposed HSR rule changes represent a wholesale rethinking of how merger transactions are notified and filed. The new filing requirements, if implemented, would essentially trigger a significant antitrust investigation for every transaction valued above the HSR reporting threshold (currently $111.4 million) – without regard to substantive overlap or potential impact on competition. That, along with the expanded new disclosures aimed squarely at private equity firms and their investors, will make for frank conversations about the requirements and potentially will have a real chilling effect on transactions. Whether this is a wish list meant to be pared down, or something the agency will hold firm on remains to be seen.”
John Ingrassia, Antitrust, Washington, D.C.
Microsoft Defeats FTC’s Roadblock on Path to Activision Merger
In the latest of a string of losses for antitrust enforcers, the Northern District of California resoundingly denied the FTC’s bid to enjoin the Microsoft-Activision merger, allowing the deal to proceed a week in advance of its upcoming merger termination date. In a case that tested the bounds of antitrust law in vertical integration deals, Presiding…
M&A Deals Face Additional Scrutiny under the FTC’s New HSR Reporting Rules
On June 29, 2023, the Federal Trade Commission published a Notice of Proposed Rulemaking that would dramatically expand HSR reporting requirements. The historic changes fundamentally alter the HSR reporting landscape, shifting to more of a “white paper” approach, similar to that of ex‑U.S. jurisdictions like the EU. The change though brings new expansive reporting requirements to nearly sixfold the number of transactions seen in the EU (the EU took in about 400 ECMR filings last year, versus nearly 2,500 HSR filings at the FTC). The move would substantially increase the burden on reporting parties, and impact deal timing and certainty.