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FTC revises HSR and interlocking directorate thresholds

Last week, the Federal Trade Commission (FTC) announced the annual changes to the notification thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR), as well as certain other values under the HSR rules. As background, the HSR Act requires that acquisitions of voting securities or assets that exceed certain thresholds be disclosed to U.S. antitrust authorities for review before they can be completed. The “size-of-transaction threshold” requires that the transaction exceeds a certain value. Under certain circumstances, the parties involved also have to exceed “size-of-person thresholds.” This year’s values, which are adjusted annually based on changes in the GNP, …

Gun jumping the Brazilian way

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Gun jumping – coordination before merger clearance – isn’t just an American issue.  Jay and Andre Gilbert, a Brazilian competition attorney, discuss what happens in Brazil when parties work together prior to the approval of a merger – Brazil’s standards, potential fines and the penalties companies might be faced with when this happens.…

Introduction to Brazilian antitrust enforcement

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Before the independence of CADE (the Administrative Council for Economic Defense), it could take months for Brazilian mergers to be approved. Jay talks to Brazilian competition attorney Andre Gilberto about how the Brazilian government improved the process for reviewing antitrust and merger cases, what crimes can be criminally prosecuted and merger control.…

Craft brew drinkers’ private action at crossroads as DOJ approves beer merger

Soon your Miller Lite will be brewed by a new company.

Last December, we wrote about a complaint filed by craft beer drinkers in an effort to block the merger between brewing titans Anheuser-Busch Inbev (ABI) and SABMiller. The post pointed out the unusual enforcement posture—private plaintiffs leapfrogging the federal antitrust enforcers and filing suit significantly prior to a decision by the Federal Trade Commission (FTC) or Department of Justice (DOJ). At that time we prognosticated, “a private plaintiff decrying a merger in court as illegal is left in an awkward position if the FTC or DOJ subsequently approves the …

You win some, you lose some – the story of the FTC’s week

Last week was an exciting week in the world of merger challenges. Decisions were issued by federal courts regarding the Federal Trade Commission’s (FTC) efforts to preliminarily block two different mergers – one involving office supply retailers, the other, hospitals. The FTC was able to convince one judge that its case had merit, but not the other. And while we won’t know Judge Sullivan’s reasons for granting the preliminary injunction blocking the Staples/Office Depot merger (FTC v. Staples, No. 1:15-cv-02115 (D.D.C. May 10, 2016)) until later this month (the opinion is currently under seal), an apparent contradiction in …

United we fall? 6th Circuit holds that members of hospital network may not be a single entity under the antitrust laws

The U.S. Court of Appeals for the 6th Circuit recently issued an opinion with potential antitrust impact on joint ventures—in the healthcare realm and beyond. The case was originally filed by a Dayton-area surgical center, The Medical Center at Elizabeth Place, against a competing local hospital network, Premier Health Partners. The plaintiff claims that Premier Health Partners (Premier) and four of its member hospitals conspired under Section 1 of the Sherman Act – which requires concerted conduct between distinct economic actors — to put it out of business.

The four defendant hospitals had operated independently before joining in 1995 to …

Private citizens leapfrog federal antitrust enforcers and seek to block merger of beer giants

Twenty-three residents of Oregon, Washington and California are suing to enjoin the announced $100 billion merger of multinational beer brewers Anheuser-Busch Inbev (ABI) and SABMiller. A merger of the two corporations — which also involves household American companies, Anheuser-Busch and Miller Brewing Company–would combine the largest and second-largest brewers in the United States.

The December 1, 2015 complaint filed in the U.S. District Court for the District of Oregon presents multiple theories of competitive harm to consumers in the form of higher beer prices fewer choices and diminished quality. The plaintiffs’ main argument centers around beer distribution networks and the …

FTC revises HSR and interlocking directorate thresholds

Last week, the Federal Trade Commission (FTC) announced the annual changes to the notification thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR), as well as certain other values under the HSR rules. As background, the HSR Act requires that acquisitions of voting securities or assets that exceed certain thresholds be disclosed to U.S. antitrust authorities for review before they can be completed. The “size-of-transaction threshold” requires that the transaction exceed a certain value. Under certain circumstances, the parties involved also have to exceed “size-of-person thresholds.” This year’s values, which are adjusted annually based on changes in the GNP, …

HSR: Listen to the statute and…wait!

As we have explained in the past, parties to a merger or acquisition must report the transaction to federal antitrust authorities – the Antitrust Division of the Department of Justice (DOJ) and the Federal Trade Commission (FTC) – provided the parties and the transaction exceed certain thresholds. The statute that governs that reporting obligation, Section 7A of the Clayton Act – otherwise known as the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (HSR Act) – also mandates that parties may not close on the transaction until after a prescribed time, usually 30 days. Relatedly, Section 1 of the Sherman Act …

Mergers 101 – So you have a deal, now what?

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This podcast offers a brief introduction into the world of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, more commonly referred to as the HSR Act. Two members of the Porter Wright Antitrust group, Jay Levine and Jetta Sandin, provide listeners with an overview of the history of the Act, the criteria that could make a deal subject to the Act’s reporting requirements, common pitfalls that lead to violations of the Act and the consequences of non-compliance. Stay tuned for the next addition in which Jay and Jetta walk listeners through compliance with the Act’s reporting requirements – “The Form.”…

Merging? Making an acquisition? Be careful out there

Editor’s note:  this post also appears on FedSecLaw.com

Almost 40 years ago, Congress passed the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”).  The HSR Act provided a mechanism pursuant to which partied to an acquisition of assets or voting securities would be required, if certain thresholds were met, to file a notification form with the antitrust enforcement agencies – the Federal Trade Commission (the FTC”) and the Department of Justice, Antitrust Division (the “DOJ”) – and observe a waiting period before they consummated the transaction.  The HSR Act empowered the FTC to promulgate rules and regulations governing the …

A merger for better healthcare…no problem, right? Wrong, says the FTC

In today’s economy it’s likely you have heard about the federal government challenging hospital and health system mergers. Even when the parties claim the opportunity will create a lower cost/higher quality standard, the government still seems to win. Jay Levine covers the implications of the Idaho decision in FTC v. St. Luke’s Health System with A merger for better healthcare…no problem, right? Wrong, says the FTC.…

FTC revises HSR and interlocking directorate thresholds

In early 2014, The Federal Trade Commission (FTC) announced the annual changes to the notification thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR). The announcement included key changes in threshold for the minimum size-of-transaction and the threshold for size-of-person. Jay Levine, Porter Wright’s Jay Levine covers these changes in FTC Revises HSR and Interlocking Directorate Thresholds.…

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