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Archives: Mergers & Acquisitions

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Has Axon dealt another blow to FTC authority?

By Grace Karabinus and Jay L. Levine on
Last year, the Supreme Court unanimously ruled that the Federal Trade Commission (FTC) is not authorized to impose civil penalties on parties who violate the FTC Act unless the party is violating a previous cease and order. The ruling took away a major enforcement tool. Now, Axon Enterprises is seeking to attack the entire structure … Continue Reading

The outlook for startups and emerging businesses

By Jay L. Levine on
This year has been a year like no other.  In this episode, Jay talks to fellow partner Brett Thornton, chair of Porter Wright’s Energy, Biotech and Emerging Business practice group, about how deal work for emerging businesses has been affected by the pandemic, the elections and the possibility of changing antitrust rules. Read a transcription … Continue Reading

FTC revises HSR and interlocking directorate thresholds

By Jay L. Levine on
On Jan. 26, 2018, 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 … Continue Reading

Private equity deals

By Jay L. Levine on
What is on the horizon for private equity deals in 2017? What does the market look like for buyers, sellers and foreign investors? Jay talks with Porter Wright M&A attorneys Bob Tannous and Jeremy Siegfried about these issues, exit strategies, Brexit and more in our most recent podcast.… Continue Reading

FTC revises HSR and interlocking directorate thresholds

By Jay L. Levine on
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. … Continue Reading

Consolidation in the energy industry

By Jay L. Levine and Brett Thornton on
Jay welcomes colleague Brett Thornton, chair of Porter Wright’s oil and gas practice, as they examine the oil and gas industry in the antitrust arena. Brett explains how consolidation can create competitive pressure and what issues are on the horizon for oil and gas companies.… Continue Reading

Gun jumping the Brazilian way

By Jay L. Levine on
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.… Continue Reading

Introduction to Brazilian antitrust enforcement

By Jay L. Levine on
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.… Continue Reading

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

By Porter Wright on
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 … Continue Reading

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

By Porter Wright on
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 … Continue Reading

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

By Porter Wright on
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 … Continue Reading

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

By Porter Wright on
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 … Continue Reading

FTC revises HSR and interlocking directorate thresholds

By Jay L. Levine on
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. … Continue Reading

HSR: Listen to the statute and…wait!

By Jay L. Levine and Porter Wright on
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 … Continue Reading

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

By Jay L. Levine and Porter Wright on
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 … Continue Reading

Merging? Making an acquisition? Be careful out there

By Jay L. Levine and Porter Wright on
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 … Continue Reading

FTC revises HSR and interlocking directorate thresholds

By Jay L. Levine on
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 … Continue Reading
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