On Dec. 29, 2022, President Biden signed into law H.R. 2617, the “Consolidated Appropriations Act, 2023.” Included within H.R. 2617 is The Merger Filing Fee Modernization Act of 2022, which impacts HSR filings as set forth below:Continue Reading New Law Substantially Increases HSR Filing Fees for Large Transactions
On November 10, 2022, the Federal Trade Commission issued its “Policy Statement Regarding the Scope of Unfair Methods of Competition Under Section 5 of the Federal Trade Commission Act.” The Statement replaces prior guidance on the subject that was rescinded by the FTC on July 1, 2021[1] and “supersedes all prior FTC policy statements and advisory guidance on the scope and meaning of unfair methods of competition under Section 5 of the FTC Act.”
Continue Reading FTC Policy Statement on the Scope of Unfair Methods of Competition – A Broad But Vague Warning
The Department of Justice recently filed a complaint to prevent Booz Allen Hamilton’s $440 million acquisition of “agile and innovative” competitor EverWatch, Inc.[1] Among the notable aspects of the complaint is its definition of the relevant market as a single NSA contract and its assertion that the merger agreement itself constituted a violation of Section 1 of the Sherman Act.
There has been a nationwide shortage of infant formula following a recall and temporary closure of a major infant formula manufacturing facility in February 2022. This facility supplied as much as 40% of the nation’s infant formula. In the wake of these events, state attorneys general are on the lookout for unlawful price gouging of infant formula. Sellers of infant formula should make sure that they do not inadvertently run afoul of state price gouging restrictions.
On February 9, the Treasury Department issued a report analyzing competition in the US alcohol industry (defined as beer, wine, and spirits), which outlined several proposed reforms aimed at improving competition in the sector.
Continue Reading Treasury Department Recommends Antitrust Reform in Alcohol Markets
FTC announces that its merger enforcement orders will once again require prior approval before the subject firm can make a future acquisition affecting any relevant market for which a violation was alleged.
On October 25, 2021, the FTC issued a Prior Approval Policy Statement (the “Statement”) reinstating its prior practice of routinely requiring merging parties subject to a Commission order to obtain prior approval from the FTC before closing any future transaction affecting any relevant market for which a violation was alleged. The Policy Statement implements the Commission’s July 21, 2021 vote rescinding its 1995 Policy Statement on Prior Approval and Prior Notice Provisions. The 1995 Statement rescinded the FTC’s long-standing practice of including prior approval and prior notice provisions in Commission enforcement orders concerning mergers.Continue Reading Back to the “Good Old Days”: FTC Announces Return to Prior Merger Approval Regime
A California jury last week handed down what has been reported to be the first antitrust jury verdict involving the cannabis industry. As the cannabis industry continues to grow and evolve, cannabis-related antitrust disputes may well increase.
Continue Reading California Jury Awards Millions to Cannabis Company in Antitrust Case
Yesterday, the FTC announced certain changes in response to the continuing “massive surge” in HSR filings. See Reforming the Pre-Filing Process for Companies Considering Consolidation and a Change in the Treatment of Debt | Federal Trade Commission (ftc.gov).Continue Reading HSR Practice Alert – FTC is Making Changes to Respond to the “Massive Surge” in HSR Filings
Many have been wondering when FTC and DOJ will resume granting early termination of the HSR waiting period in deals that present no anticompetitive concerns. Early termination does not appear to be coming back anytime soon.
Continue Reading FTC, Under Pressure from “Tidal Wave” of HSR Filings, To Begin Issuing Close-At-Your-Own-Risk Letters
On May 13th, the Senate Judiciary Committee approved and sent on to the full Senate the “Merger Filing Fee Modernization Act of 2021.” The Bill, sponsored by Senators Amy Klobuchar and Chuck Grassley, and approved with bipartisan support, would raise the filing fees under the Hart-Scott-Rodino Act for large mergers and would require the fees to be adjusted annually based on changes in the Consumer Price Index. (Currently, the HSR Act’s size-of-person and size-of-transaction tests are adjusted annually, but not the filing fees.)
Continue Reading HSR Filing Fees For Large Acquisitions May Be Increased