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Malika Levarlet

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Malika Levarlet is special counsel in the Corporate Practice Group in the firm's Washington, D.C. office.

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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

  1. Lower Thresholds For HSR Filings

On February 1st, 2021, the Federal Trade Commission announced revised, lower 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) and had not been lowered since 2010.
Continue Reading Lower Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

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

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

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