Photo of Leo Caseria

Leo Caseria is a partner in the Antitrust and Competition Practice Group in the Washington, D.C. and Los Angeles offices.

At the same time as it issued its notice of proposed rulemaking expanding the definition of “person,” the Federal Trade Commission (“FTC”) issued an advance notice of proposed rulemaking (“ANPRM”) to request information related to seven topics “to help determine the path” for future amendments to the HSR Rules.  In explaining the reasons for the ANPRM, the FTC expressed its strong interest in making sure the Rules are “as current and relevant as possible,”  and observed that certain of the Rules, some of which have not been changed since they were first promulgated in 1978, may need updating.  The ANPRM contains more than forty pages of questions soliciting information to help determine the need for “potential future amendments to numerous provisions” of the Rules.
Continue Reading Is There an HSR Sea Change on the Horizon? Advance Notice Seeks Information on Possible Amendments to Numerous Provisions of the HSR Rules

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 “HSR Act”) to change the definition of “person” and create a new exemption.  The new definition of person is specifically designed to obtain more information from certain investment entities, such as investment funds and master limited partnerships, by including “associates” in the definition.
Continue Reading Tell Me More – Antitrust Agencies to Demand More Information from Investment Funds

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 by DOJ.  Several key points are identified below.
Continue Reading DOJ Antitrust Division Releases New Merger Remedies Manual

The cannabis industry faced heightened antitrust scrutiny from the Department of Justice (DOJ) in 2019.  There were public reports regarding several “Second Requests” seeking information about potential cannabis transactions.  Second Requests are a part of expensive and time-consuming antitrust investigations typically issued in the approximately 2 percent of transactions that present significant anticompetitive concerns.  To have several Second Requests within a short period of time in the same industry, particularly in an emerging industry such as cannabis, appeared unusual to many observers.  Recent events have shed light on some possible reasons for DOJ’s heightened focus.
Continue Reading High Risk of Second Requests in the Cannabis Industry

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.

  1. Hard copy HSR filings will no longer be accepted, until further notice
  2. No HSR filings whatsoever may be submitted on Monday, March 16.
  3. Starting at 8:30 a.m. on Tuesday, March 17, HSR filings must be submitted through a new, temporary e-filing system.  That system is not yet operational.  It will require parties to upload documents to a secure FTP site.
  4. While this temporary e-filing system is in place, early termination will not be granted for any filing.


Continue Reading Coronavirus Sparks Changes to Premerger Notification Process at the FTC

Higher Thresholds For HSR Filings

On January 28, 2020, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The filing thresholds are revised annually, based on the change in Gross National Product (GNP).

The new thresholds will become effective on February 27, 2020. Acquisitions that have not closed by the effective date will be subject to the new thresholds.
Continue Reading Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

Over the last three decades, government antitrust enforcers and private plaintiffs in the United States have increasingly sought to apply U.S. antitrust laws to conduct by foreign businesses that is deemed to have effects on the U.S. economy. Many of these foreign businesses have been located in Asia:  since the 1990s there have been waves of U.S. criminal prosecutions and civil cases alleging anticompetitive conspiracies between Japanese, Korean, and Taiwanese sellers and manufacturers.  For most of this time, however, companies in mainland China—despite being the largest exporters of goods to the United States, first in Asia and now in the entire world—have rarely been targeted for U.S. antitrust enforcement.
Continue Reading Between a Rock and a Hard Place: Vitamin C and the Future of U.S. Antitrust Enforcement Against Chinese Companies *

An increasing number of M&A transactions each year involve private equity firms. Like any other transaction, the parties in private equity deals must be cognizant of the filing requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the substantive requirements of the Clayton Act § 7, which prohibits transactions that may “substantially . . . lessen competition” or “tend to create a monopoly.” Over the years, the HSR rules have been modified to target certain information specific to private equity firms and generally have been adding to the burden of the filing parties in private equity transactions. The requirements sometimes differ from those applicable to deals that do not involve private equity firms. This article discusses some of the HSR and antitrust issues that should be considered, and frequently arise, in private equity transactions.
Continue Reading HSR and Antitrust Considerations for Private Equity Firms in M&A Transactions

  1. Higher Thresholds For HSR Filings

On January 26, 2018, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The filing thresholds are revised annually, based on the change in gross national product and will be effective thirty days after publication in the Federal Register. Publication is expected within one week, so the new thresholds will likely become effective in late February 2018. Acquisitions that have not closed by the effective date will be subject to the new thresholds.
Continue Reading Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

On September 28, 2017, Judge Edward Davila dismissed an antitrust complaint filed by Optronic Technologies, Inc. (dba Orion) against Ningbo Sunny Electronic Co., Ltd., Sunny Optics, Inc. and Meade Instruments Corp.  The case is Optronic Technologies, Inc. v. Ningbo Sunny Electronic Co., Ltd., Case No. 5:16-cv-06370-EJD (N.D. Cal.).  Defendants are represented by Leo Caseria and Mike Scarborough of Sheppard, Mullin, Richter & Hampton LLP.
Continue Reading Antitrust Claims Against Telescope Manufacturer Ningbo Sunny Dismissed and Shot into Space