Merger Control

This Note explains the significance of market definition in a merger between competitors, also known as a horizontal merger. It discusses how the antitrust agencies and the courts analyze a relevant product and geographic market in a horizontal merger under the 2010 Horizontal Merger Guidelines. It provides practical advice on how to define relevant markets and sets out how to use market definition to further analyze the potential effects of a horizontal merger. 

This Note explains the associate rules under the Hart-Scott-Rodino (HSR) Act, including discussing the definition of the term associate and how to identify the acquiring person's associates. It also sets out how to make the disclosures required by the associate rules by explaining how to determine reportable associate overlaps and minority holdings of associates and how to report them on the HSR form.

This Note examines the ways in which companies can comply with US antitrust laws while engaging in joint activities with their competitors. It considers the application of US antitrust law to collaborative joint ventures, to trade association activities and to information exchanges between market participants.

This Note explains how to determine whether a transaction is reportable under the Hart-Scott-Rodino Act. It sets out the HSR threshold levels and explains how to determine whether a transaction meets the size-of-person and size-of-transaction tests. This Note also offers guidance on applying aggregation principles under the HSR rules and describes certain potentially reportable transactions that may be easily overlooked, such as back-end and secondary acquisitions. 

This Note discusses violations of the Hart-Scott-Rodino Act for failure to submit documents that were responsive to Item 4(c) of the HSR form. 

This Note discusses ways to counsel clients on the creation of 4(c) and 4(d) documents submitted to the FTC and DOJ for their review during the Hart-Scott-Rodino (HSR) merger review process.  It also explains the significance of 4(c) and 4(d) documents and the potential liabilities for not filing all of these documents.  Additionally, this Note provides strategies for searching for, selecting and preparing 4(c) and 4(d) documents for filing with the HSR form. 

A compilation of the Federal Trade Commission Premerger Notification Office's (PNO) informal staff opinions since 2011 relating to Hart-Scott-Rodino (HSR) form Item 4(c).

A compilation of the Federal Trade Commission's (FTC) Premerger Notification Office's (PNO) informal staff opinions since 2011 relating to Hart-Scott-Rodino (HSR) Rules 801.13, 801.14 and 801.15, updated quarterly.

A compilation of the Federal Trade Commission Premerger Notification Office's informal staff interpretations since 2011, relating to Item 5 of the Hart-Scott-Rodino (HSR) form, updated quarterly.

A compilation of the Federal Trade Commission Premerger Notification Office's informal staff opinions since 2011 relating to Hart-Scott-Rodino (HSR) Rule 802.4.

This Note provides an overview of how the US federal antitrust agencies analyze mergers, acquisitions and joint ventures. It principally considers the agencies' approach to analyzing transactions involving competitors, but it also looks briefly at particular considerations relating to other types of transactions. This Note reflects the release of the 2010 Horizontal Merger Guidelines.

This Note summarizes the antitrust issues surrounding the exchange of information between parties during due diligence and the negotiation of a merger, acquisition or joint venture. It also highlights issues to consider in planning the integration of merging companies.

This Practice Note explains how to prepare Items 6 and 7 of the Hart-Scott-Rodino Act Notification and Report Form on behalf of a buyer who must report a transaction under the Hart-Scott-Rodino (HSR) Act. This Note should be used only by buyers who have associates, as defined by the HSR rules.

This Practice Note explains how to prepare a Hart-Scott-Rodino Act (HSR Act) Notification and Report Form (HSR form) on behalf of a seller who must report a transaction under the HSR Act.

A description of the remedies commonly available to a seller when an acquisition fails to close because of the buyer's breach or because of a financing failure. In particular, this Note describes the purposes, legal and business considerations of reverse break-up fees and specific performance.

The wide geographical scope of  international merger and acquisition activity often means that the competition law aspects of such transactions will be considered by a large number of different regulators. Identification of jurisdictions where filings are required and of the key strategic steps to be taken is essential.This Practice note gives practical guidance on the effective management of international competition issues.

A discussion of employee provisions in consent decrees settling federal antitrust investigations of mergers and acquisitions. This article includes links to PLC What's Market summaries of recent federal merger consent decrees.

This sample letter should be used when a buyer wishes to withdraw its premerger filing under the HSR Act to prevent issuance of a request for additional information, known as a Second Request. This Standard Document has integrated drafting notes with important explanations and drafting tips.

This sample request list (in memorandum form) includes the main items of information needed to prepare the most recent version of the Hart-Scott-Rodino (HSR) form. This Standard Document has integrated notes with important explanations and drafting tips. The drafting notes distinguish between information required from buyers and sellers and offer suggestions to counsel for preparing the HSR form. This Standard Document should not be used for deals involving associates, as defined by the HSR rules.

This sample declaration should be used when making a premerger filing under the Hart-Scott-Rodino (HSR) Act for non-negotiated transactions under HSR Rule 801.30. A declaration may be used instead of an affidavit. This Standard Document has integrated drafting notes with important explanations and drafting tips.

This sample declaration should be used when making a premerger filing under the HSR Act for negotiated transactions. A declaration may be used instead of an affdavit. This Standard Document has integrated drafting notes with important explanations and drafting tips.

This transaction description may be used by counsel preparing Item 3(a) of the Hart-Scott-Rodino form on behalf of a buyer or seller. This Item 3(a) has integrated notes with important explanations and drafting tips.

This Standard Clause may be used in a purchase or merger agreement when a buyer and seller wish to define the efforts each will take to cooperate in determining antitrust strategy and to obtain antitrust approval. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

This Standard Clause may be used when a seller wants the buyer to provide a representation that no filing is required under the HSR Act's size-of-transaction test. This Standard Clause has integrated notes with important explanations and drafting tips.

This Standard Clause may be used in a purchase or merger agreement when a buyer wishes to limit its obligation to make divestitures in a transaction that may be subject to an enforcement action by an antitrust regulator. This Standard Clause has integrated drafting notes with important explanations and drafting and negotiating tips.

A Checklist of warnings and instructions for competitors involved in a merger, acquisition or joint venture to avoid pre-closing activity that violates the antitrust laws (often referred to as gun-jumping). In particular, this Checklist provides suggestions for counseling clients on information exchanges and integration planning before the deal closes.

A checklist for antitrust attorneys to use when counseling on a horizontal merger with potential anticompetitive effects in the US.

This flowchart sets out how to report US and non-US revenues in Item 5(a) of the Hart-Scott-Rodino Act Notification and Report Form (HSR form).

A checklist to use when valuing a transaction for Hart-Scott-Rodino Act purposes.

A Q&A guide to competition law in Australia. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition law Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Competition Q&As visit www.practicallaw.com/competition-mjg. For a full list of jurisdictional Cartel Leniency Q&As, which provide a succinct overview of leniency and immunity, the applicable procedure and the regulatory authorities in multiple jurisdictions, visit www.practicallaw.com/leniency-mjg.

A Q&A guide to competition law in Bulgaria. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A Q&A guide to competition law in Cyprus. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition law Country Q&A tool.  This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Competition Q&As visit www.practicallaw.com/competition-mjg. For a full list of jurisdictional Cartel Leniency Q&As, which provide a succinct overview of leniency and immunity, the applicable procedure and the regulatory authorities in multiple jurisdictions, visit www.practicallaw.com/leniency-mjg.

A Q&A guide to competition law in Germany. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition law Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Competition Q&As visit www.practicallaw.com/competition-mjg. For a full list of jurisdictional Cartel Leniency Q&As, which provide a succinct overview of leniency and immunity, the applicable procedure and the regulatory authorities in multiple jurisdictions, visit www.practicallaw.com/leniency-mjg.

A Q&A guide to competition law in Hong Kong. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A Q&A guide to competition law in Japan. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. For a full list of recommended competition law firms and lawyers in Japan, please visit PLC Which lawyer? To compare answers across multiple jurisdictions visit the Competition law Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Competition Q&As visit www.practicallaw.com/competition-mjg. For a full list of jurisdictional Cartel Leniency Q&As, which provide a succinct overview of leniency and immunity, the applicable procedure and the regulatory authorities in multiple jurisdictions, visit www.practicallaw.com/leniency-mjg.

A Q&A guide to competition law in Romania. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A Q&A guide to competition law in Sweden. The Q&A gives a succinct overview of leniency and immunity, the applicable procedure and the regulatory authorities. In particular, it covers the conditions to be satisfied, the method of making an application, availability of immunity from civil fines to individuals, the scope of leniency, circumstances when leniency may be withdrawn, leniency plus, confidentiality and disclosure, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition law Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and leniency. For a full list of jurisdictional Competition Q&As visit www.practicallaw.com/competition-mjg. For a full list of jurisdictional Cartel Leniency Q&As, which provide a succinct overview of leniency and immunity, the applicable procedure and the regulatory authorities in multiple jurisdictions, visit www.practicallaw.com/leniency-mjg.

A Q&A guide to competition law in Turkey. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition law Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A Q&A guide to competition law in Ukraine. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition law Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Competition Q&As visit www.practicallaw.com/competition-mjg. For a full list of jurisdictional Cartel Leniency Q&As, which provide a succinct overview of leniency and immunity, the applicable procedure and the regulatory authorities in multiple jurisdictions, visit www.practicallaw.com/leniency-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in Austria. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in China. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in France. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in Greece. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in Romania. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in Switzerland. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in the UK (England and Wales). For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in Israel. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in Indonesia. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

This feature article, the second in a series of articles about the legal aspects of doing business in China, provides a practical overview of the Chinese merger control system.

A Q&A guide to competition law in Argentina. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition law Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Competition Q&As visit www.practicallaw.com/competition-mjg. For a full list of jurisdictional Cartel Leniency Q&As, which provide a succinct overview of leniency and immunity, the applicable procedure and the regulatory authorities in multiple jurisdictions, visit www.practicallaw.com/leniency-mjg.

A Q&A guide to competition law in Canada. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition law Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Competition Q&As visit www.practicallaw.com/competition-mjg. For a full list of jurisdictional Cartel Leniency Q&As, which provide a succinct overview of leniency and immunity, the applicable procedure and the regulatory authorities in multiple jurisdictions, visit www.practicallaw.com/leniency-mjg.

A Q&A guide to competition law in the EU. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Competition Q&As visit www.practicallaw.com/competition-mjg. For a full list of jurisdictional Cartel Leniency Q&As, which provide a succinct overview of leniency and immunity, the applicable procedure and the regulatory authorities in multiple jurisdictions, visit www.practicallaw.com/leniency-mjg.

A Q&A guide to competition law in India. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition law Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Competition Q&As visit www.practicallaw.com/competition-mjg. For a full list of jurisdictional Cartel Leniency Q&As, which provide a succinct overview of leniency and immunity, the applicable procedure and the regulatory authorities in multiple jurisdictions, visit www.practicallaw.com/leniency-mjg.

A Q&A guide to competition law in Mexico. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition law Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Competition Q&As visit www.practicallaw.com/competition-mjg. For a full list of jurisdictional Cartel Leniency Q&As, which provide a succinct overview of leniency and immunity, the applicable procedure and the regulatory authorities in multiple jurisdictions, visit www.practicallaw.com/leniency-mjg.

A Q&A guide to competition law in the Russian Federation. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition law Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Competition Q&As visit www.practicallaw.com/competition-mjg. For a full list of jurisdictional Cartel Leniency Q&As, which provide a succinct overview of leniency and immunity, the applicable procedure and the regulatory authorities in multiple jurisdictions, visit www.practicallaw.com/leniency-mjg.

A Q&A guide to competition law in Spain. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform. To compare answers across multiple jurisdictions visit the Competition law Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Competition Q&As visit www.practicallaw.com/competition-mjg. For a full list of jurisdictional Cartel Leniency Q&As, which provide a succinct overview of leniency and immunity, the applicable procedure and the regulatory authorities in multiple jurisdictions, visit www.practicallaw.com/leniency-mjg.

China's influence on global mergers and acquisitions is steadily increasing. The introduction of the Anti-Monopoly Law on 1 August 2008 heralded a new era for merger control enforcement in the country. The article below provides an overview of merger review decisions made in China since the Anti-Monopoly Law took effect, and highlights (with case studies where relevant) some of the key issues that parties to a transaction need to consider when concluding an international deal. This article is part of the PLC Competition and Cartel Leniency multi-jurisdictional guide. For a full list of jurisdictional Competition Q&As visit www.practicallaw.com/competition-mjg. For a full list of jurisdictional Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in Brazil. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in the Czech Republic. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in Finland. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in Israel. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in Mexico. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in the Russian Federation. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in Spain. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

This tool enables subscribers to search the Country Q&A in the PLC Competition multi-jurisdictional guide by question and jurisdiction. Simply select the questions and the jurisdictions that you are interested in and click the "submit" button. Please note that the law stated dates for each jurisdiction covered may not be the same. To check the law stated dates for each jurisdiction, please visit the individual article. Please also note this project is currently being updated so the Q&A tool will not include all available jurisdictions in this subject area.

A flowchart providing an overview of the merger control notification process. This flowchart is part of the Q&A guide to competition law in Belgium. For a full list of jurisdictional Q&As visit www.practicallaw.com/competitionhandbook.

This chapter considers how European competition law can affect outsourcing transactions, concentrating in particular on the effect of merger control rules and the prohibition of anti-competitive provisions in outsourcing agreements. This article is part of the PLC multi-jurisdictional guide to Outsourcing. For a full list of contents visit www.practicallaw.com/outsourcinghandbook

Article 102 of the TFEU (formerly Article 82 of the EC Treaty) prohibits abuse by one or more undertakings of a dominant position within a market in the EU or a substantial part of the EU. There have been recent important developments in Article 102 enforcement, in particular, demonstrating the European Commission's (Commission) move towards an approach based more on the effect of market practices rather than their form. This resulted in the Commission issuing Guidance on the Commission's enforcement priorities in applying Article 102 to abusive exclusionary conduct by dominant undertakings (Guidance), published on 3 December 2008. This article reviews recent developments in the application of Article 102 in the context of the Guidance, and goes on to consider areas not covered by the Guidance. Against this background, the article considers: Dominance. Exclusionary abuses: general framework of the Guidance. Status of the Guidance. Exclusive dealing and rebates (Intel). Tying and bundling. Predation (France Télécom). Refusal to supply and margin squeeze. Areas not covered by the Guidance:  For example:    discrimination (Clearstream); exploitative abuses: DSD and patent licensing cases;  other abuses: EC pharmaceutical inquiry.   Remedies.  

An examination of the ways in which US anti-trust rules affect mergers and acquisitions. This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.

This chapter examines the influence of EC competition law and policy on the recently reformed Chinese competition regime.

A list of antitrust risk-shifting provision summaries recently published by PLC What's Market. PLC What's Market provides a continuously updated database of antitrust risk-shifting provision summaries that allows you to analyze and compare terms, including hell or high water, divestiture and litigation obligations and reverse break-up fees across multiple agreements. All summaries contain links to the underlying public documents.

The US District Court for the Middle District of Georgia, Albany Division recently granted the FTC's motion for a temporary restraining order to halt further integration of Phoebe Putney Health System Inc. and Palmyra Park Hospital, Inc.

A list of federal merger enforcement action summaries recently published by PLC What's Market. PLC What's Market provides a continuously updated database of federal merger enforcement action summaries that allows you to analyze and compare key issues like market definitions, HHIs, theories of competitive harm and remedies across multiple enforcement actions.  All summaries contain links to the underlying public documents.

A list of federal merger enforcement action summaries recently published by PLC What's Market. PLC What's Market provides a continuously updated database of federal merger enforcement action summaries that allows you to analyze and compare key issues like market definitions, HHIs, theories of competitive harm and remedies across multiple enforcement actions.  All summaries contain links to the underlying public documents.

The Department of Justice (DOJ) and Federal Trade Commission (FTC) recently released their annual reports and highlights on antitrust enforcement activity for fiscal year 2012.

The Federal Trade Commission (FTC) and Idaho Attorney General recently filed a joint complaint objecting to St. Luke's Health Care System's December 31, 2012 acquisition of Saltzer Medical Group P.A.

The Department of Justice (DOJ) recently challenged Anheuser-Busch InBev's $20.1 billion acquisition of Grupo Modelo, alleging that the acquisition violated Section 7 of the Clayton Act by substantially lessening competition in the US beer market.

The FTC announced revised thresholds under the Hart-Scott-Rodino (HSR) Act.  These thresholds determine whether an HSR filing is necessary.  Also announced were revisions to the thresholds under Section 8 of the Clayton Act that trigger a violation for interlocking directorates. 

The Federal Trade Commission recently announced a settlement with Biglari Holdings, Inc. in connection with Biglari's June 2011 acquisitions of Cracker Barrel Old Country Store, Inc.'s voting stock. Biglari has agreed to pay an $850,000 penalty for its failure to file a Hart-Scott-Rodino form before making these acquisitions. 

The FTC recently issued proposed changes to the Hart-Scott-Rodino (HSR) rules regarding tranfers of exclusive rights to pharmaceutical patents.  If the amendments are adopted, transfers of all commercially significant pharmaceutical patent rights would be potentially reportable under the HSR Act. 

The Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ) recently released their Hart-Scott-Rodino Annual Report to Congress required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) summarizing the agencies' enforcement efforts and providing information regarding the premerger notification program for fiscal year 2011.

The Department of Justice (DOJ) and Federal Trade Commission (FTC) recently released their annual reports and highlights on antitrust enforcement activity for fiscal year 2011.

Federal Trade Commission Chairman Jon Leibowitz and Commissioner J. Thomas Rosch testified before the House Committee on Appropriations Subcommitee on Financial Services and General Government to support the FTC's budget request and to highlight its enforcement priorities for fiscal year 2013. 

The FTC's revised thresholds under the Hart-Scott-Rodino (HSR) Act are now effective.

The US Department of Justice (DOJ) has sought to block the merger of two large energy corporations in the mid-Atlantic region, claiming that the deal would substantially lessen competition and increase the price of electricity for consumers.  The DOJ has also filed a proposed settlement that would allow the merger to go forward, provided the companies divest certain electricity plants.

On 2 December 2011, the US Department of Justice (DOJ) announced that it had closed its investigation of the proposed acquisition by Google Inc. of Admeld Inc., an online display advertising service provider.  The DOJ concluded that the merger was not likely to substantially lessen competition in the sale of display advertising.

On 31 October 2011, a federal judge granted a permanent injunction blocking H&R Block, Inc. from acquitting 2SS Holdings, Inc., makers of TaxACT software used for self-preparation of income tax return filings.  The injunction was the result of a lawsuit filed by the US Department of Justice (DOJ) in May 2011.  Following issuance of the injunction, the parties abandoned the transaction.

On October 14, 2011, the US antitrust agencies and the EU competition authority updated their best practices on merger enforcement cooperation.

On 2 September 2011, the US Federal Trade Commission (FTC) announced that DaVita Inc. (DaVita) must divest 29 of its outpatient dialysis clinics (including one terminated management agreement) as a condition to its acquisition of CDSI I Holding Company, Inc. (DSI).

On 31 August 2011, the US Department of Justice (DOJ) filed a civil lawsuit to block AT&T Inc.'s proposed US$39 billion acquisition of T-Mobile USA Inc. from Deutsche Telekom AG.  The DOJ alleges that the acquisition would substantially lesson competition for mobile wireless telecommunications services across the US.  A trial date has been set for 13 February 2012.

An update on the FTC's and the DOJ Antitrust Division's revisions to the Premerger Notification Rules and Hart-Scott-Rodino (HSR) Form.

On 1 June 2011, the US Federal Trade Commission (FTC) announced that it had challenged the acquisition of Talecris Biotherapeutics Holdings Corp. (Talecris) by Grifols, S.A. (Grifols), alleging that the acquisition would substantially lessen competition in plasma-derived product markets in the United States in violation of Section 7 of the Clayton Act and Section 5 of the FTC Act. The FTC has accepted a consent agreement proposed by Grifols and Talecris to settle the FTC's challenge under which the parties have agreed to divest certain Talecris assets to Kedrion S.p.A., a manufacturer of plasma-derived products in Europe and other markets.

On 23 May 2011, the US Department of Justice (DOJ) filed suit in federal district court seeking to prevent H&R Block, Inc., from acquiring 2SS Holdings, Inc., the maker of TaxACT, a digital do-it-yourself tax preparation product.  The DOJ believes that the acquisition would reduce the number of major competitors in the product market from three to two, and that the remaining competitors would raise prices and decrease product innovation and quality.

On 8 April 2011, the US Department of Justice (DOJ) announced that Google Inc. (Google) may proceed with its proposed acquisition of travel software firm ITA Software Inc. (ITA) subject to requirements that it develop and license travel software, establish internal firewall procedures, and continue software research and development.  According to the DOJ, the proposed settlement protects competition for travel websites and guarantees that websites using ITA's software will be able to power their websites to compete against any travel website Google may introduce in the future.

On 14 March 2011, following the District Court's refusal to grant the request of the US Federal Trade Commission (FTC) for a stay pending appeal of its previous denial of the agency's motion for a preliminary injunction, a panel of the US Court of Appeals for the Ninth Circuit denied the FTC's emergency motion seeking a preliminary injunction of Laboratory Corp. of America's acquisition of Westcliff Medical Laboratories, Inc.

On 29 December 2010, the US Federal Trade Commission (FTC) announced that, as a condition to approving the restructured acquisition by Keystone Holdings LLC (Keystone) of Compagnie de Saint-Gobain's (Saint-Gobain) Advanced Ceramics Business, Keystone must obtain prior approval from the FTC before acquiring Saint-Gobain's North American alumina wear tile business.  The FTC's proposed Consent Order also requires Saint-Gobain to notify the FTC before it sells its North American alumina wear tile business.

On 13 December 2010, the Federal Trade Commission (the FTC) released its Opinion, which had been issued a month earlier, ruling that the consummated acquisition of Microporous Products L.P. (Microporous) by Polypore International, Inc. (Polypore) ran afoul of antitrust laws by diminishing competition in three battery separator markets.

In Ginsburg v. InBev NV/SA, the Eighth Circuit affirmed the Eastern District of Missouri's grant of judgment on the pleadings dismissing indirect purchasers' claims that the acquisition of Anheuser-Busch by In Bev NV/SA threatens to reduce competition and increase beer prices in the United States in violation of section 7 of the Clayton Act. The Eighth Circuit held that divestiture, the only equitable relief to which plaintiffs would be entitled, would not be appropriate as a matter of law.

On 27 August 2010, the US Department of Justice (DOJ) announced that it had it closed its investigation of the proposed merger between UAL Corporation, the parent of United Airlines (United) and Continental Airlines, Inc. (Continental).  The announcement follows the airlines' agreement to alleviate DOJ antitrust concerns by transferring takeoff and landing rights, otherwise known as slots, and other assets at Newark Liberty Airport to Southwest Airlines Co. (Southwest).

An update on the Federal Trade Commission's proposal to make changes to improve the HSR premerger notification form.

On 16 July 2010, the US Federal Trade Commission (FTC) announced that Fidelity National Financial, Inc. (Fidelity) agreed to sell several title plants and related assets in order to resolve charges that its 2008 acquisition of three LandAmerica Financial, Inc. (LandAmerica) subsidiaries was anti-competitive.

On 10 June 2010, the US Department of Justice (DOJ) announced that it had reached a proposed settlement that would allow the acquisition by the Australian-based global packaging company, Amcor Ltd. (Amcor), of Alcan Packaging's Medical Flexibles (Alcan Packaging) business from Rio Tinto plc to proceed.  The settlement requires the divestiture of Alcan Packaging's plant in North Carolina (which produces all of its vented bags for medical use).

On 14 May 2010, the Federal Trade Commission (FTC) announced that it has reached a proposed settlement with Agilent Technologies, Inc. (Agilent) and Varian, Inc. (Varian) to resolve charges that their transaction would reduce competition in the markets for three types of scientific measurement instruments. 

An update on the adoption by the International Competition Network of "Recommended Practices" for substantive merger analysis by antitrust regulators.

An update on the FTC releasing a proposed revision of its Horizontal Merger Guidelines.

On 8 March 2010, the US Department of Justice (DOJ) announced that it will require Election Systems  & Software (ES&S) to divest certain voting equipment systems assets that it purchased from Premier Election Solutions Inc. (Premier) in September 2009.  ES&S must also divest a fully paid-up, irrevocable, perpetual license to use its ballot marking device, AutoMARK.  The announcement came on the same day that the DOJ challenged the consummated acquisition in federal court.  The DOJ also filed a proposed settlement, which, if approved by the court, would resolve its antitrust concerns. 

On 23 December 2009, Richard Feinstein, Director of the Federal Trade Commission's (FTC) Bureau of Competition, issued a closing statement on the investigation of Scott & White Healthcare's consummated acquisition of financially distressed King's Daughters Hospital in Temple, Texas.  While the FTC staff had initially informed Scott & White that it was recommending litigation be initiated under section 7 of the Clayton Act to unwind the transaction, the FTC ultimately accepted a failing firm defence.

An update on the FTC's revised thresholds for premerger notification and filing fees under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and for the prohibition of interlocking directorates under Section 8 of the Clayton Act.

Public workshops jointly conducted by the Antitrust Division of the Department of Justice (DOJ) and the Federal Trade Commission (FTC) were begun in December 2009 to explore the possibility of updating the Horizontal Merger Guidelines that are used by both agencies to evaluate the potential competitive effects of mergers and acquisitions.   

On 17 November 2009, the US Department of Justice (DOJ) announced that it will require Cameron International Corp. (Cameron) to divest certain refinery desalter assets that it obtained in its 2005 acquisition of Howe Baker Engineers Ltd. (Howe Baker) as a condition to approving Cameron's acquisition of NATCO Group Inc. (NATCO).  Cameron must also divest a non-exclusive license to certain NATCO technology utilised in refinery desalters. The announcement came on the same day that the DOJ challenged the proposed acquisition in federal court.  The DOJ also filed a proposed consent decree, which if approved by the court would resolve its anti-competitive concerns.

On 29 October 2009, the Federal Trade Commission (FTC) announced that it reached a proposed settlement with Merck & Co., Inc. (Merck) and Schering-Plough Corporation (Schering-Plough) to resolve charges that their transaction would reduce competition in markets for animal health products and human nausea treatment in the US. 

On 13 October 2009, the US Department of Justice (DOJ) announced a proposed settlement requiring AT&T Inc. (AT&T) to divest assets in eight cellular marketing areas in Louisiana and Mississippi in order to close its proposed acquisition of Centennial Communications Corp. (Centennial).  According to the DOJ, without these divestitures, the proposed transaction would substantially lessen competition and likely would result in higher prices, lower quality, and reduced network investments. On the day the settlement was announced, the DOJ and the Attorney General of Louisiana filed a civil lawsuit in the US District Court for the District of Columbia challenging the proposed acquisition under the Clayton Act.  At the same time, they filed a proposed final judgment that, if approved by the court, would eliminate the alleged anti-competitive effects resulting from the proposed acquisition.

On 22 September 2009, the US Federal Trade Commission (FTC) and the US Department of Justice (DOJ)  announced that they will hold a series of joint public workshops to examine potential updates to the Horizontal Merger Guidelines that both agencies use when evaluating the competitive effects of mergers and acquisitions. 

On 30 July 2009, the US Department of Justice (DOJ) announced a proposed settlement requiring Sapa Holding AB (Sapa) to divest a North Carolina aluminium sheathing facility in order to resolve charges that Sapa's proposed US$150 million acquisition of Indalex Holdings Finance Inc. (Indalex) would substantially lessen competition in violation of Section 7 of the Clayton Act. According to the DOJ, without this divestiture, the proposed transaction would reduce competition for the manufacture and sale of aluminium sheathing in the United States.

On 6 July 2009, the US Federal Trade Commission (FTC) announced a modification to its 2004 consent order against Aspen Technology, Inc. According to the FTC, the revised order settles charges it planned to bring against Aspen Tech for failing to divest certain assets in a timely manner as required by the initial 2004 order.

On 2 April 2009, the US Federal Trade Commission (FTC) announced that it had entered into a proposed consent agreement with chemical company BASF SE (BASF) over BASF's proposed acquisition of competitor Ciba Holding Inc. (Ciba). The proposed consent agreement addresses the FTC's concern that the acquisition would harm the global market for two high-performance pigments.

On 6 March 2009, the US Federal Trade Commission (FTC) announced that it had reached a consent agreement with Whole Foods Market, Inc. (Whole Foods) regarding Whole Foods' US$700 million acquisition of Wild Oats Markets, Inc. (Wild Oats).

The United States District Court for the Northern District of Illinois has issued a decision examining whether two competing insurance companies had improperly exchanged certain competitively sensitive information during merger negotiations.

On 14 January 2009, the US Federal Trade Commission (FTC) announced that it had voted unanimously to issue an administrative complaint challenging Oldcastle Architectural, Inc.'s (Oldcastle) US$540 million acquisition of the Pavestone Company, LP (Pavestone). The FTC also voted unanimously to authorise FTC staff to file a temporary restraining order and a preliminary injunction in federal district court in order to prevent the parties from consummating the transaction until after the FTC could hold an administrative trial. Oldcastle announced a day later that it had abandoned its proposed acquisition of Pavestone.

On 6 January 2009, the US Federal Trade Commission (FTC) announced revisions to the jurisdictional thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), which will become effective 12 February 2009. The HSR Act requires the FTC to revise the thresholds annually based on changes in the gross national product.

On 18 December 2008, the US Department of Justice (DOJ) filed a civil lawsuit in the US District Court for the Eastern District of Virginia alleging that the acquisition of assets of Semicoa Inc. (Semicoa) by Microsemi Corporation (Microsemi) in July 2008 violated federal US antitrust laws.

On 15 December 2008, at the request of the US Federal Trade Commission, the US Department of Justice (DOJ) filed a complaint alleging that ESL Partners L.P. and ZAM Holdings L.P. violated the pre-merger notification requirements set forth in the Hart-Scott-Rodino Act of 1976 (HSR Act) by failing to notify US antitrust agencies before acquiring voting securities of AutoZone Inc. in 2004. The DOJ has filed a proposed settlement, under which ESL Partners and ZAM Holdings will pay US$525,000 and US$275,000 respectively. If the settlement is approved by the court, it will resolve all the charges in the complaint.

On 8 December 2008, Whole Foods Market, Inc. (Whole Foods) filed a complaint in the District Court of the District of Columbia alleging that the Federal Trade Commission's (FTC) administrative efforts to challenge Whole Foods' acquisition of Wild Oats Market, Inc. (Wild Oats) violate Whole Foods' due process rights under the Fifth Amendment of the US Constitution.

On 23 October 2008, the US Federal Trade Commission (FTC) announced that it had voted unanimously to issue an administrative complaint challenging CCS Corporation's (CCS) US$85 million acquisition of Newpark Environmental Services (Newpark). The FTC also voted unanimously to authorise the FTC staff to file a temporary restraining order and a preliminary injunction in federal district court in order to preserve competition between CCS and Newpark until the FTC could hold an administrative trial.

On 20 October 2008, the US Department of Justice (DOJ) announced that it had filed a lawsuit in the US District Court for the Northern District of Illinois seeking to block the proposed acquisition of National Beef Packing Company LLC by JBS S.A. According to the DOJ, the proposed transaction would substantially lessen competition in violation of US federal antitrust laws and lead to higher prices for USDA-graded boxed beef and lower prices paid to feedlots and other cattle producers.

On 13 August 2008, the US Federal Trade Commission (FTC) announced that it has challenged Sun Pharmaceutical Ltd.'s (Sun) proposed acquisition of Taro Pharmaceutical Industries Ltd. (Taro), alleging that it would substantially lessen competition in three generic pharmaceutical markets in violation of US federal antitrust laws. The FTC simultaneously announced that it has accepted a proposed consent decree to settle its charges and allow the transaction to proceed, provided that the parties divest the rights and assets needed to develop three pharmaceutical products involving generic carbamazepine.

On 29 July 2008, the US Court of Appeals for the DC Circuit reversed a decision by the US District Court for the District of Columbia denying the Federal Trade Commission's (FTC) request for a preliminary injunction to block Whole Foods Market, Inc.'s (Whole Foods) acquisition of Wild Oats Markets, Inc. (Wild Oats). In a 2-to-1 decision that included both a concurrence and a dissent, the Court of Appeals held that the District Court erroneously rejected the FTC's market definition of "premium, natural, and organic supermarkets". As a result, the District Court mistakenly concluded that the FTC did not show a sufficient likelihood of success on the merits. The Court of Appeals remanded the case to the District Court so that it could balance the equities for and against the injunction, and if necessary, determine the appropriate remedy.

A speech by Commissioner J. Thomas Rosch of the Federal Trade Commission (FTC), given on 3 July 2008, shed light on recent merger enforcement actions and other Commission-led investigations, and may have implications for future antitrust investigations conducted by the FTC.

On 10 June 2008, the US Department of Justice (DOJ) announced that it has challenged Verizon Communications Corporation´s (Verizon) proposed US$2.7 billion acquisition of Rural Cellular Corporation (RCC) and has required divestitures of assets to remedy the alleged anticompetitive effects in the market for mobile wireless telecommunications services in six geographic areas of the United States.

On 9 May 2008, the US Federal Trade Commission (FTC) announced it had issued an administrative complaint seeking to block Inova Health System Foundation´s (Inova) purchase of Prince William Health System (PWHS), alleging that the combination of the two hospital systems would violate federal antitrust laws.

On 24 March 2008, the Antitrust Division of the US Department of Justice (DOJ) announced it was closing its investigation of XM Satellite Radio Holdings Inc.'s proposed merger with Sirius Satellite Radio Inc. In finding that the proposed combination of satellite radio providers is not likely to substantially lessen competition, the DOJ relied on the following factors: the lack of competition between the parties in certain segments; the alternative sources for audio entertainment currently available to consumers; the anticipated development of new or improved alternatives to satellite radio; and the efficiencies likely to flow from the proposed transaction that could benefit consumers.

On 21 February 2008, the US District Court for the Western District of Washington at Seattle dismissed an antitrust lawsuit against two private equity firms that jointly acquired a publicly traded target corporation. The court rejected shareholders' claim that the agreement to jointly acquire the target was an unlawful restraint of trade in violation of US federal antitrust laws.

On 25 January 2008, the US Court of Appeals for the Fifth Circuit upheld the Federal Trade Commission's (FTC) administrative finding that Chicago Bridge & Iron Company's (CB&I) 2001 acquisition of certain Pitt-Des Moines, Inc. (PDM) assets violated section 7 of the Clayton Act and section 5 of the FTC Act.

On 14 January 2008, the Federal Trade Commission (FTC) filed an appeal in the US Court of Appeals for the District of Columbia Circuit to reverse the District Court's decision and enjoin Whole Foods Market's (Whole Foods) from further closing or rebranding Wild Oats Markets (Wild Oats) stores pending an administrative trial on the merits. The FTC's filing comes after the US District Court for the District of Columbia denied its motion for a preliminary injunction to block Whole Foods' purchase of Wild Oats on 16 August 2007. The parties announced that they closed the transaction on 28 August 2007.