Competition

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 Practice Note discusses the antitrust agencies' enforcement actions against transacting parties engaging in conduct before closing that violates the Hart-Scott-Rodino (HSR) Act and other antitrust laws, known as gun-jumping. Gun-jumping violations include the transfer of beneficial ownership of the assets or equity to be acquired before closing as well as other illegal pre-closing conduct.

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.

A template briefing for in-house counsel to give business executives on the dangers of cooperating with competitors.  Click here to download in Microsoft Word.

This Practice Note surveys the relevant US antitrust law and discusses current issues surrounding its application to customer loyalty programs including bundling, rebates or exclusive dealing arrangements.

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 Practice Note discusses violations of the Hart-Scott-Rodino (HSR) Act through use of transaction structures or other devices to avoid the HSR Act, called Rule 801.90 violations.  

This Note discusses the exemptions available to transacting parties under the Hart-Scott-Rodino (HSR) Act and regulations. Some exemptions are specific to the type of acquisition (such as voting securities, assets or non-corporate interests), while others are generally applicable to all types of transactions.

This Note discusses Item 5 of the Hart-Scott-Rodino Act Notification and Report Form (HSR form), including the scope of Items 5(a) and 5(b) and how to complete each item. It also discusses how to update Item 5. Item 5 is the most common deficiency in HSR forms, likely because of its complexity.

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(d).

A compilation of the Federal Trade Commission Premerger Notification Office's informal staff interpretations since 2011 relating to Hart-Scott-Rodino (HSR) Rule 801.1(d)(2), updated quarterly.

A compilation of the Federal Trade Commission Premerger Notification Office's (PNO) informal staff interpretations since 2011 relating to Hart-Scott-Rodino (HSR) Rule 802.21, updated quarterly.

A compilation of the Federal Trade Commission (FTC) Premerger Notification Office's (PNO) informal staff opinions since 2011 relating to Hart-Scott-Rodino (HSR) Rule 801.10 on valuing the size-of-transaction, updated quarterly.

This note provides guidance on how to conduct an analysis of market concentration using the Herfindahl-Hirschman Index and briefly explains its application.

An outline of the US Department of Justice's leniency program for antitrust violations. Under this program, companies and individuals can receive amnesty from criminal prosecution of antitrust offenses by reporting illegal activity and cooperating with the government's investigation.  

This Practice Note surveys the relevant antitrust statutes and recent enforcement actions involving most favored nation clauses (MFNs).  It also offers practical tips for counsel analyzing an MFN under the antitrust laws.

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 reverse break-up fees for antitrust failure negotiated in acquisitions of US public companies, including links to PLC What's Market summaries of recent public merger agreements. This Note will be updated quarterly.

This Q&A provides country-specific commentary on Practice note, Competition: international joint ventures, and forms part of our international joint ventures transaction guide.

This Q&A provides country-specific commentary on Practice note, Competition: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Competition: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Competition: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Competition: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Competition: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Competition: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Competition: international joint ventures, and forms part of our international joint ventures transaction guide.

This Q&A provides country-specific commentary on Practice note, Competition: international joint ventures, and forms part of our international joint ventures transaction guide.

This Q&A provides country-specific commentary on Practice note, Competition: international joint ventures, and forms part of our international joint ventures transaction guide.

This Q&A provides country-specific commentary on Practice note, Competition: international joint ventures, and forms part of our international joint ventures transaction guide.

This Q&A provides country-specific commentary on Practice note, Competition: international joint ventures, and forms part of our international joint ventures transaction guide.

This Q&A provides country-specific commentary on Practice note, Competition: international joint ventures, and forms part of our international joint ventures transaction guide.

These hypothetical questions and answers may be used to train employees and executives as part of an antitrust compliance program. This Standard Document has integrated notes that explain the answers to each hypothetical question. The drafting notes also distinguish situations where the facts given may violate a company's antitrust compliance policy even though they may not directly violate the antitrust law. This Standard Document provides hypotheticals that concern US antitrust law only and, in particular, dealings with competitors under Section 1 of the Sherman Act.

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 be used for deals involving associates, as defined by the HSR rules, which is often the case in transactions involving an acquisition by a private equity fund or master limited partnership.

Under the Robinson-Patman Act, a seller is prohibited from discriminating in price among competing buyers.  A meeting competition form can provide evidence that the seller attempted to legally verify a competitor's lower price if it is ever subject to a price discrimination claim.  This Standard Document should be used by a sales person who has been asked for a discounted price from a customer.

Federal and state antitrust law can diverge on the legality of minimum resale price maintenance (RPM) agreements. To avoid that conflict, a supplier may issue a resale price policy (also known as a Colgate policy), that unilaterally sets out the minimum resale price for the supplier's products. This sample policy includes drafting notes offering drafting and implementation tips for suppliers to avoid entering into potentially anticompetitive agreements with their resellers. 

This sample notice letter should be used by a buyer making a premerger filing under the HSR Act in a non-negotiated transaction set out under HSR Rule 801.30. 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.

A Checklist of suggestions for creating 4(c) and 4(d) documents to avoid raising unnecessary antitrust concerns during the Hart-Scott-Rodino (HSR) process.

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).

This Checklist provides questions companies should ask before participating in a standard-setting organization and sets out best practices for companies to follow to minimize the antitrust risks of participation.

A flowchart to aid counsel in identifying the shifting burdens of proof in a monopolization claim brought under Section 2 of the Sherman Act.

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

A Q&A guide to cartel leniency law in Brazil. 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. This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg. For a full list of jurisdictional Competition Q&As, which provide a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures in multiple jurisdictions, visit www.practicallaw.com/competition-mjg.

A Q&A guide to cartel leniency law in the EU. 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 Cartel leniency 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 Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg. For a full list of jurisdictional Competition Q&As, which provide a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures in multiple jurisdictions, visit www.practicallaw.com/competition-mjg.

A Q&A guide to cartel leniency law in Hong Kong. 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 Cartel leniency 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 Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg. For a full list of jurisdictional Competition Q&As, which provide a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures in multiple jurisdictions, visit www.practicallaw.com/competition-mjg.

A Q&A guide to cartel leniency law in Norway. 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 Cartel Leniency 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 Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg. For a full list of jurisdictional Competition Q&As which provide a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures in multiple jurisdictions, visit www.practicallaw.com/competition-mjg.

A Q&A guide to cartel leniency law in Switzerland. 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 Cartel Leniency 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 Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg. For a full list of jurisdictional Competition Q&As which provide a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures in multiple jurisdictions, visit www.practicallaw.com/competition-mjg.

A Q&A guide to cartel leniency law in the Ukraine. 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 Cartel leniency 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 Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg. For a full list of jurisdictional Competition Q&As, which provide a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures in multiple jurisdictions, visit www.practicallaw.com/competition-mjg. 

A Q&A guide to competition law in Austria. 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 Austria, 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 Competition jurisdictional 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 China. 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 France. 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 Greece. 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 Israel. 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 Norway. 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 South Korea. 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 Switzerland. 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 the UK (England and Wales). 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 Australia. 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 Bulgaria. 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 Cyprus. 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 Germany. 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 Japan. 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 South Korea. 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 Turkey. 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 Ukraine. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

The case of Commission v Netherlands (Case C-368/10) deals with an action before the Court of Justice of the European Union by the European Commission against the Netherlands for breach of obligations under Directive 2004/18 on the co-ordination of procedures for the award of public works contracts, public supply contracts and public service contracts (Consolidated Public Sector Directive). The case is of interest as it clarifies (further) in what way and to what extent it is possible to use environmental and fair trade considerations, including labels, which denote compliance with certain minimum standards in this regard, in the award of regulated contracts. More generally, the case confirms that compliance with the principles of equality of treatment, non-discrimination and transparency involves an obligation for clarity and precision. This article is part of the PLC Public Procurement multi-jurisdictional guide. For a full list of jurisdictional Q&As visit www.practicallaw.com/publicprocurement-mjg.

A Q&A guide to public procurement law in Brazil. The country-specific Q&A gives a high level overview of applicable legislation, scope of rules, procurement procedures and enforcement, recent trends and proposals for reform. In particular, it examines entities and contracts covered, concessions, privatisations and PPPs, contract award criteria, alternative bids, and changes to an existing contract. To compare answers across multiple jurisdictions visit the Public Procurement Country Q&A tool and EU Public Procurement Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to public procurement. For a full list of jurisdictional Public Procurement Q&As visit www.practicallaw.com/publicprocurement-mjg.

A Q&A guide to public procurement law in the China. The country-specific Q&A gives a high level overview of applicable legislation, scope of rules, procurement procedures and enforcement, recent trends and proposals for reform. In particular, it examines entities and contracts covered, concessions, privatisations and PPPs, contract award criteria, alternative bids, and changes to an existing contract. To compare answers across multiple jurisdictions visit the Public Procurement Country Q&A tool and EU Public Procurement Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to public procurement. For a full list of jurisdictional Public Procurement Q&As visit www.practicallaw.com/publicprocurement-mjg.

A Q&A guide to public procurement law in France. The country-specific Q&A gives a high level overview of applicable legislation, recent trends, use of the four EU procurement procedures, review procedures, remedies, transparency, contracts outside the scope of the Consolidated Public Service Directive and proposals for reform. To compare answers across multiple jurisdictions visit the Public Procurement Country Q&A tool and EU Public Procurement Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to public procurement. For a full list of jurisdictional Public Procurement Q&As visit www.practicallaw.com/publicprocurement-mjg.

A Q&A guide to public procurement law in Italy. The country-specific Q&A gives a high level overview of applicable legislation, recent trends, use of the four EU procurement procedures, review procedures, remedies, transparency, contracts outside the scope of the Consolidated Public Service Directive and proposals for reform. To compare answers across multiple jurisdictions visit the Public Procurement Country Q&A tool and EU Public Procurement Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to public procurement. For a full list of jurisdictional Public Procurement Q&As visit www.practicallaw.com/publicprocurement-mjg.

A Q&A guide to public procurement law in Switzerland. The country-specific Q&A gives a high level overview of applicable legislation, scope of rules, procurement procedures and enforcement, recent trends and proposals for reform. In particular, it examines entities and contracts covered, concessions, privatisations and PPPs, contract award criteria, alternative bids, and changes to an existing contract. To compare answers across multiple jurisdictions visit the Public Procurement Country Q&A tool and EU Public Procurement Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to public procurement. For a full list of jurisdictional Public Procurement Q&As visit www.practicallaw.com/publicprocurement-mjg.

A Q&A guide to public procurement law in UK (England and Wales). The country-specific Q&A gives a high level overview of applicable legislation, recent trends, use of the four EU procurement procedures, review procedures, remedies, transparency, contracts outside the scope of Consolidated Public Service Directive and proposals for reform. To compare answers across multiple jurisdictions visit the Public Procurement Country Q&A tool and EU Public Procurement Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to public procurement. For a full list of jurisdictional Public Procurement Q&As visit www.practicallaw.com/publicprocurement-mjg.

A Q&A guide to public procurement law in the United States. The country-specific Q&A gives a high level overview of applicable legislation, scope of rules, procurement procedures and enforcement, recent trends and proposals for reform. In particular, it examines entities and contracts covered, concessions, privatisations and PPPs, contract award criteria, alternative bids, and changes to an existing contract. To compare answers across multiple jurisdictions visit the Public Procurement Country Q&A tool and EU Public Procurement Country Q&A tool. This Q&A is part of the PLC multi-jurisdictional guide to public procurement. For a full list of jurisdictional Public Procurement Q&As visit www.practicallaw.com/publicprocurement-mjg.

This table is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of contents visit www.practicallaw.com/leniency-mjg. Please note this project is currently being updated so will not include all available jurisdictions in this subject area.

A Q&A guide to competition law in Indonesia. 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 Norway. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

A Q&A guide to cartel leniency law in Taiwan. 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 Cartel leniency 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 Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg. For a full list of jurisdictional Competition Q&As, which provide a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures in multiple jurisdictions, visit www.practicallaw.com/competition-mjg.

This tool enables subscribers to search the Country Q&A for EU member states in the PLC Public Procurement 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. To compare answers across non-EU jurisdictions visit the Public Procurement Country Q&A tool.

A Q&A guide to cartel leniency law in Indonesia. 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, whether immunity from civil fines is available for 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 Cartel leniency 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 Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg. For a full list of jurisdictional Competition Q&As, which provide a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures in multiple jurisdictions, visit www.practicallaw.com/competition-mjg.

A Q&A guide to cartel leniency law in Argentina. 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 Cartel leniency 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 Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg. For a full list of jurisdictional Competition Q&As, which provide a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures in multiple jurisdictions, visit www.practicallaw.com/competition-mjg.

A Q&A guide to cartel leniency law in Turkey. 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 Cartel leniency 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 Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg. For a full list of jurisdictional Competition Q&As, which provide a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures in multiple jurisdictions, visit www.practicallaw.com/competition-mjg.

This tool enables subscribers to search the Country Q&A in the PLC Cartel leniency 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.

Following substantial amendments to Canada's Competition Act in 2009, the Competition Bureau has undertaken a varied programme of development and revision with a view to updating and improving its framework for merger review. This chapter considers three key aspects of the Bureau's merger modernisation initiative, undertaken throughout 2011: procedural revisions, amended substantive guidance, and renewed enforcement activity. 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 Q&A guide to cartel leniency law in Canada. 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, whether immunity from civil fines is available for 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 Cartel leniency 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 Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg. For a full list of jurisdictional Competition Q&As, which provide a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures in multiple jurisdictions, visit www.practicallaw.com/competition-mjg.

A Q&A guide to cartel leniency law in France. 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 Cartel leniency 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 Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg. For a full list of jurisdictional Competition Q&As, which provide a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures in multiple jurisdictions, visit www.practicallaw.com/competition-mjg.

A Q&A guide to cartel leniency law in Mexico. 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 Cartel leniency 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 Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg. For a full list of jurisdictional Competition Q&As which provide a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures in multiple jurisdictions, visit www.practicallaw.com/competition-mjg.

A Q&A guide to cartel leniency law in South Africa. 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 Cartel leniency 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 Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg. For a full list of jurisdictional Competition Q&As, which provide a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures in multiple jurisdictions, visit www.practicallaw.com/competition-mjg.

A Q&A guide to cartel leniency law in Spain. 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 Cartel leniency 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 Cartel Leniency Q&As visit www.practicallaw.com/leniency-mjg. For a full list of jurisdictional Competition Q&As, which provide a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures in multiple jurisdictions, visit www.practicallaw.com/competition-mjg.

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.

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 United States. For a full list of jurisdictional Q&As visit www.practicallaw.com/competition-mjg.

Recent trends towards increased co-operation and exchange of information between regulators and prosecutors mean that multinational companies frequently have to deal with the same regulatory issues across many jurisdictions. This article sets out the key issues that a company must consider when facing a multi-jurisdictional regulatory investigation.  

A Q&A guide to competition law in Belgium. The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. 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 Belgium, please visit PLC Which lawyer? This Q&A is part of the PLC multi-jurisdictional guide to competition. For a full list of jurisdictional Q&As visit www.practicallaw.com/competitionhandbook.

The impact of EU state aid rules on all fields of the law and economy has become particularly apparent due to the financial crisis. State aid law plays an increasing role in the area of public services and public private partnerships (PPPs), and in such fields as tax law and environmental law. It is also used by the European Commission (Commission) to restructure entire industry sectors, in particular the European banking sector. This chapter provides a summary of the current status of EU state aid law and recent developments from September 2009 to October 2010. This chapter is part of the PLC multi-jurisdictional guide to competition. For a full list of jurisdictional Q&As visit www.practicallaw.com/competitionhandbook.

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.  

This article reviews Canada's new regime, in comparison to the cartel regimes of the UK, the US and Australia, including: Conduct subject to criminal penalties. Penalties for criminal cartel activity. Criminal versus civil prohibitions. Possible defences and exemptions to criminal prosecution. Reducing exposure to criminal penalties.

This chapter examines: Some of the major challenges that confront multi-jurisdictional filings. How best to manoeuvre around potential pitfalls to get approvals done in an efficient and timely manner

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 considers the main instruments used for implementation of the merger control regime in the EU, and includes an overview of non-horizontal merger guidelines, recent significant European Commission decisions, recent judgments of the Court of First Instance and the European Court of Justice, and the future of merger proceedings.

This chapter gives an update on the latest important developments in European state aid control.

This chapter examines some of the major challenges of making multi-jurisdictional merger control filings and how best to ensure approvals are done in an efficient and timely manner.

An overview of the anti-trust rules applicable to mergers and acquisitions in Canada, focusing on public bids in particular.

This article considers the impact of a recent Court of First Instance decision on the issue of legal privilege in Europe and provides some practical advice on document handling in EC competition law matters in the light of the judgment.

The editorial board of the Competition and Cartel Leniency multi-jurisdictional guide comprises senior in-house counsel and private practitioners, based in companies and law firms around the world, included for their expertise in competition/anti-trust law and practice.

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.

Chief Administrative Law Judge Chappell recently issued his initial decision in the Federal Trade Commission's (FTC) case against McWane, 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.

Kansas Governor Brownback recently signed into law Senate Bill 124, reversing the State's position on resale price maintenance (RPM) agreements. 

Assistant Attorney General Bill Baer recently announced changes to the Department of Justice's (DOJ) position on employee carve outs in corporate plea agreements.

The Federal Trade Commission (FTC) recently settled with Bosley, Inc. over charges that Bosley illegally exchanged competitively sensitive information with its rival, Hair Club, Inc.

The Department of Justice (DOJ), State of Michigan and Blue Cross Blue Shield of Michigan (BCBSM) recently filed a joint motion to dismiss their antitrust suit without prejudice regarding most-favored-nation (MFN) clauses in the Eastern District of Michigan.

On February 19, 2013, the US Supreme Court overturned the Court of Appeals for the Eleventh Circuit's decision in Federal Trade Commission v. Phoebe Putney Health System, Inc.

The DOJ announced that it filed a complaint objecting to Bazaarvoice, Inc.'s $168.2 million acquisition of PowerReviews, Inc.

The Federal Trade Commission recently announced a settlement with IDEXX Laboratories, Inc. that prohibits IDEXX from maintaining concurrent exclusive dealing agreements with certain distributors.

The Department of Justice (DOJ) and New York State Attorney General filed suit to dissolve the joint venture (known as Twin America LLC) between New York City tour bus operators Coach, USA Inc. and City Sights LLC .

The FTC recently finalized changes to Parts 2 and 4 of its Rules of Practice. 

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 Department of Justice (DOJ) simultaneously filed a complaint and proposed settlement regarding certain commercial agreements between Verizon and four leading cable companies, including agreements to sell each others products and to enter into an exclusive research and development joint venture. The DOJ's objections concerned potential decreased competition in the video and broadband services markets as well as competition for the future development and innovation of wireless services.

This Law Firm Publication by Epstein Becker & Green, P.C. discusses Fillpoint, LLC v. Maas, in which a California Court of Appeal held that an employee's non-compete agreement was void and unenforceable, even though it was entered into in connection with the sale of the goodwill of a business. The court explained that the non-compete in the employment agreement differed from the restrictive covenant in the stock purchase agreement, was not targeted to protect the company's goodwill and did not fall within the narrow exceptions to California's general prohibition against non-competes.

The Federal Trade Commission (FTC) recently withdrew its 2003 Policy Statement on Monetary Equitable Remedies in Competition Cases.  The FTC reasoned that the policy statement unduly restricted the use of monetary remedies like disgorgement and restitution in competition cases and that following case precedent instead allows for greater flexibility.

The US Court of Appeals for the Third Circuit's July 16, 2012 opinion in In re K-Dur Antitrust Litigation held that reverse payment agreements in the pharmaceutical industry are presumptively anti-competitive and should be analyzed under a "quick look" rule of reason test. 

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 Premerger Notification Office (PNO) of the Federal Trade Commission (FTC) recently published a tip sheet interpreting Item 4(c) of the Hart-Scott-Rodino Premerger Notification and Report Form.  The tip sheet provides rare definitive guidance on some controversial Item 4(c) issues.

Sharis Pozen, Acting Assistant Attorney General of the Department of Justice's Antitrust Division, recently spoke about the DOJ's enforcement priorities in the healthcare sector. In particular, the DOJ continues to focus efforts on the health insurance and healthcare provider markets, scrutinizing potentially anticompetitive mergers as well as exclusionary and collusive conduct.  In addition, Acting AAG Pozen set out some of the processes and theories that the DOJ uses to analyze competition issues in the healthcare sector.

The Federal Trade Commission and Western Digital Corporation agreed to settle the FTC's antitrust investigation of Western Digital's proposed acquisition of rival Hitachi Global Storage Technologies Ltd. The proposed consent decree requires Western Digital to sell certain assets used to manufacture and sell desktop hard drives.

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. 

On 9 December 2011, the US Court of Appeals for the Eleventh Circuit unanimously affirmed a district court order that found the proposed acquisition of a for-profit hospital by a county hospital authority, and its potential subsequent lease to a private entity, immune from antitrust challenge under the state action doctrine. The Eleventh Circuit found that potential competitive effects from the acquisition of the only other acute care hospital in the county are legally irrelevant to the question of whether the county hospital authority is empowered to make the acquisition.

On 21 November 2011, the Federal Trade Commission (FTC) announced an agreement containing consent order to cease and desist, reached with Pool Corporation (PoolCorp), in connection with the FTC's investigation into alleged anti-competitive conduct by PoolCorp in the market for the distribution of residential and commercial swimming pool products.

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 15 September 2011, the US Department of Justice (DOJ) announced that real estate investors Allen French and Harold Buchman, and real estate investment company M&B Builders LLC, had pleaded guilty to felony charges that they had violated the Sherman Act by participating in a conspiracy to rig bids in public auctions for foreclosed real estate in southern Alabama.  This investigation is part of a larger ongoing effort by the DOJ Antitrust Division and FBI to identify anti-competitive conspiracies that target public real estate foreclosure auctions.

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 15 August 2011, the US Department of Justice (DOJ) announced that Automated Teller Machine (ATM) manufacturer Nautilus Hyosung Holdings (NHH), a wholly-owned subsidiary of Korea-based Nautilus Hyosung Inc. (NHI), agreed to plead guilty to obstruction of justice charges for submitting false documents in a merger investigation.  Additionally, NHH agreed to pay US$100,00 per count, for a total of US$200,000, in criminal fines.

On 7 July 2011, US Assistant Attorney General for Antitrust Christine Varney announced that she would leave her post to return to private practice.  No replacement has been named, but Varney's departure has prompted speculation about possible candidates to lead the Antitrust Division at the US Department of Justice (DOJ).

The US Federal Trade Commission (FTC) and Perrigo Company have entered into an agreement to allow Perrigo to acquire Paddock Laboratories with several conditions, including the required sale of certain generic drugs.

On 17 June 2011, the US Department of Justice (DOJ) issued a revised Antitrust Division Policy Guide to Merger Remedies (Policy Guide).  The updated Policy Guide discusses structural remedies, conduct remedies, and hybrids.  The role of the Antitrust Division's new Office of the General Counsel is also incorporated in the Policy Guide.

After the US Department of Justice (DOJ) threatened a lawsuit to block the deal, the NASDAQ OMX Group Inc. (NASDAQ) and IntercontinentalExchange Inc. (IEX) abandoned their joint bid to acquire NYSE Euronext. The DOJ found that the merger would create a monopoly or near-monopoly for certain services vital to the operation of financial markets, including listing corporations and certain stock auction services and market data products.  The deal would have given NASDAQ control over NYSE's US-based stock trading venues, stock listings business, and certain market data licensing operations, which according to the DOJ are vital to the operation of US financial markets.  NYSE's European futures businesses would have been sold to IEX. 

On 20 May 2011, the US Department of Justice (DOJ) announced that VeriFone Systems, Inc., Hypercom Corp. and Ingenico S.A. abandoned their plans for Hypercom to divest its US point-of-sale (POS) business to Ingenico.  The decision came one week after the DOJ filed a lawsuit to block the proposed acquisition of Hypercom by VeriFone and the divestiture of Hypercom's US business to Ingenico.  According to the DOJ, the parties structured the transactions in such a way that formal notification in the United States under the Hart-Scott-Rodino Act was not required, and so the DOJ filed a complaint to enjoin the proposed transactions.

On 29 April 2011, the European Commission announced that it has opened two separate investigations into suspected breaches of Article 101 and/or Article 102 of the TFEU in the Credit Default Swaps market.

On 31 March 2011, Christine Varney, Assistant Attorney General in charge of the US Department of Justice's Antitrust Division (DOJ) and Jon Leibowitz, Chairman of the US Federal Trade Commission (FTC), together with Felipe Irarrazabal, Chile's National Economic Prosecutor signed an Agreement on Antitrust Cooperation between the US and Chilean antitrust agencies.  The agreement will enable the antitrust agencies in the US and Chile to improve their law enforcement relationship, providing for co-operation and co-ordination, conflict avoidance and confidentiality between the two countries. 

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 2 February 2011, the US District Court for the Southern District of New York approved a consent decree requiring Keyspan Corp. (Keyspan), an electricity generator, to disgorge $12 million in profits to the United States. The US Department of Justice's complaint alleged that Keyspan manipulated electricity prices in New York City using a swap agreement in violation of Section 1 of the Sherman Act. The swap agreement had the likely effect of increasing capacity prices for retail electricity suppliers who purchased electricity capacity, and, in turn, increasing the prices consumers pay for electricity. The Court noted that the consent decree presented a "novel area of law: whether the Department of Justice can seek disgorgement for a Sherman Act violation".

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

On 27 December 2010, the US Federal Trade Commission (FTC) filed its opening arguments in the US Court of Appeals for the Eighth Circuit in an appeal against a District Court ruling that dismissed the FTC's challenge of Lundbeck, Inc's acquisition of the only two drugs used to treat a certain heart condition in premature babies. The FTC is arguing that the lower court had incorrectly determined that the acquisition did not violate antitrust law. Specifically, the FTC contests the lower court's determination that the two drugs were not in the same product market.  

On 7 December 2010, as a condition of its participation in the US Department of Justice's (DOJ) Antitrust Corporate Leniency Programme, Bank of America agreed to pay US$137.3 million in restitution to federal and state agencies for its employees' participation in a conspiracy to rig bids in the municipal derivatives market.

In Jacobs v. Tempur-Pedic International, Inc., the Eleventh Circuit affirmed the dismissal of a class action complaint alleging resale price maintenance in violation of section 1 of the Sherman Act because the plaintiff failed to plead a relevant market and harm to competition as required under the rule of reason approach.  The Eleventh Circuit also dismissed claims that alleged that a dual distribution system constituted a horizontal price fixing conspiracy for failure to plead that Tempur-Pedic and its distributors somehow signalled each other on how and when to maintain or adjust prices.

n 15 November 2010, the Federal Trade Commission (FTC) filed a complaint against Universal Health Services, Inc. (UHS) and Psychiatric Solutions, Inc. (PSI) alleging that UHS's US$3.1 billion acquisition of PSI would substantially lessen competition for acute inpatient psychiatric services in three relevant markets in violation of section 7 of the Clayton Act and section 5 of the Federal Trade Commission Act.  The FTC simultaneously filed a proposed consent order requiring the parties to divest 15 psychiatric facilities, including two inpatient hospitals in Las Vegas, Nevada, and one inpatient hospital in each of the State of Delaware and the Commonwealth of Puerto Rico.

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 4 October 2010, the US Department of Justice (DOJ) filed a civil lawsuit against American Express Travel Related Services Company, Inc. (American Express), MasterCard International Incorporated (MasterCard) and Visa Inc. (Visa) alleging that the companies' rules that prevent merchants from offering consumers discounts, rewards and information about card costs violate section 1 of the Sherman Act in the US markets for general purpose card network services and general purpose card network services for merchants in travel and entertainment. On the same day, the DOJ filed a proposed settlement with MasterCard and Visa that would require them to allow merchants to offer discounts, incentives, and information to consumers to encourage the use of other general purpose cards.

In Princo Corp. v International Trade Commission and U.S. Philips Corp., the Federal Circuit, sitting en banc, was presented with the question of whether an agreement between two collaborators to suppress a competitive technology would constitute patent misuse and so render the patent unenforceable during the period of misuse.  The Federal Circuit Court of Appeals, "recognising the narrow scope of the [patent misuse] doctrine", found that an agreement did not constitute patent misuse. In the view of the dissent, this decision "emasculate[d] the doctrine so that it will not provide a meaningful obstacle to patent enforcement".

On 28 July 2010, the US Federal Trade Commission (FTC) announced that it had reached a settlement with Nufarm Limited relating to its consummated acquisition of UK-based A.H. Marks Holding Limited.  Under the terms of the proposed settlement, Australian-based Nufarm will sell rights and assets related to two of its phenoxy herbicides to competitors, and will modify its agreements with two other companies to permit them to compete in the market for the two phenoxy herbicides.

An update on the revised Horizontal Merger Guidelines.

On 16 August 2010, the US Federal Trade Commission (FTC) announced that it has reached a proposed settlement with Novartis AG to resolve charges that its US$28.1 billion acquisition of Alcon, Inc. from Nestle, S.A. would reduce competition in the market for injectable miotics.  Novartis and Alcon, both Swiss companies, are the only suppliers of injectable miotics in the US. 

On 20 July 2010, the US Department of Transportation (DOT) granted antitrust immunity to the Oneworld Alliance consisting of American Airlines and four international partners.  However, the DOT imposed several conditions to assuage competition concerns raised by the Department of Justice and competitor airlines.

On 14 July 2010, the US Federal Trade Commission (FTC) announced that it reached a settlement with Houghton International, Inc and its parent entities, AEA Investors 2006 Fund, L.P. and HHI Holding Corporation (collectively Houghton), to resolve an FTC complaint alleging that Houghton's 2008 acquisition of D.A. Stuart GmbH (Stuart) eliminated a competitor in the concentrated market of aluminium hot rolling oil and allowed Houghton unilaterally to raise prices and stifle innovation. The settlement requires Houghton to divest Stuart's AHRO business to Quaker Chemical Corporation.

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 9 June 2010, the US Federal Trade Commission (FTC) announced that it has reached a settlement with U-Haul International, Inc. (U-Haul) and its parent company, AMERCO, to resolve FTC charges that U-Haul invited its closest competitor, Avis Budget Group, Inc. (Budget) to collude on prices for truck rentals. 

On 24 May 2010, the US Supreme Court, in a unanimous 9-0 decision, denied the National Football League (NFL) broad protection from liability arising from intellectual property licensing which may violate Section 1 of the Sherman Act.  The NFL has long sought immunity from Section 1 of the Sherman Act liability by claiming that it and its 32 teams are a "single entity" incapable of conspiring.  The Supreme Court held that the NFL is not a single entity but rather 32 separate team businesses for purposes of licensing intellectual property, and, therefore, its licensing activities constitute concerted action that is not categorically beyond the coverage of Section 1.  The case was remanded for further examination of the allegations made by the plaintiff ,American Needle, Inc.,  to determine if the restraint of trade is unreasonable and therefore illegal.

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.

On 27 April 2010, the US Department of Justice (DOJ) announced that it will require Baker Hughes Inc. and BJ Services Company to divest two specially equipped vessels, as well as other assets, as a condition to approving their proposed merger.  Baker Hughes and BJ Services are global companies that provide pumping services (vessel stimulation services) to oil and gas companies in the U.S. Gulf of Mexico.  The announcement came on the same day that the DOJ challenged the proposed acquisition in federal court.  The DOJ also filed a proposed settlement, that, if approved by the court, would resolve its anti-competitive concerns.

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

On 29 March 2010, the US Department of Justice (DOJ) Antitrust Division issued a statement that it was not challenging Cisco Systems Inc.'s proposed acquisition of Tandberg ASA.  The DOJ's statement was released on the same day as the European Commission's statement announcing the approval of the transaction subject to conditions.  The DOJ worked closely with the European Commission throughout their respective investigations. In reaching the conclusion not to challenge the transaction, the DOJ relied on commitments that Cisco made to the European Commission.

On 29 March 2010, a federal judge denied the motions of Cephalon and several generic drugmakers to dismiss federal antitrust claims alleging that Cephalon's reverse payment settlements with generic drugmakers anti-competitively delayed generic drug entry.  The court rejected a per se analysis and noted that the proper standard for evaluating reverse payment settlements is whether the settlements grant rights beyond the scope of the patents. 

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. 

The DC District Court has applied the federal law enforcement privilege to deny access to investigative memoranda obtained through a leniency programme by the Department of Justice (DOJ) Antitrust Division.  The material held to be privileged was sought by plaintiffs in a securities fraud litigation against Micron Technology, Inc. and three of its officers.

On 15 February 2010, Christine A. Varney, Assistant Attorney General of the Department of Justice (DOJ) Antitrust Division, gave a speech at the Institute of Competition Law New Frontiers of Antitrust Conference in Paris, France.  Varney's speech focused on the need for antitrust agencies around the world to work together to review international mergers and assess effective remedies.

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.

On 13 January 2010, the United States Court of Appeals for the Second Circuit (Second Circuit) held that buyers of digital music ( the plaintiffs) had alleged sufficient facts to suggest that the parallel conduct of major record labels (defendants) was the result of an agreement to fix the price of digital music.  As a result, the Second Circuit vacated the judgment by the United States District Court for the Southern District of New York, which had dismissed the case for failure to state a claim for violation of section 1 of the Sherman Act, and remanded the case for further proceedings consistent with its opinion.

On 24 November 2009, the US Federal Trade Commission (FTC) announced a proposed settlement with Panasonic and Sanyo to resolve charges that their planned US$9 billion transaction would reduce competition in the market for portable nickel-metal hydride batteries in the United States.

On 21 December 2009, the US Department of Justice (DOJ) submitted comments to the Department of Transportation (DOT) opposing any broad grant of antitrust immunity for an expanded airline alliance by current members of the Oneworld Alliance.  The DOJ concluded that the proposed agreements would result in competitive harm on six transatlantic routes that serve 2.5 million passengers annually, potentially increasing fares up to 15% for some passengers.

On 2 December 2009, the US Federal Trade Commission (FTC) announced that it had challenged Watson Pharmaceutical Inc.'s (Watson) proposed acquisition of Robin Hood Holdings Limited, the owner of Arrow Pharmaceuticals (Arrow) and accepted a proposed consent order settling charges that the transaction would substantially lessen competition for generic drugs used to treat Parkinson's disease and the side effects of chemotherapy.  Under the terms of the proposed consent order, Watson is required to sell its generic cabergoline product to Impax Laboratories and Arrow is required to spin-off a subsidiary developing generic dronabinol.

On 17 November 2009, US President Barack Obama nominated Julie Brill and Edith Ramirez to fill the two vacancies on the Federal Trade Commission (FTC) resulting from the spring 2008 resignation of former FTC Chairman Deborah P. Majoras and the expiration of Commissioner Pamela Jones Harbour's term in September 2009.

On 25 September 2009, the US Federal Trade Commission (FTC) and the US Department of Justice (DOJ) filed an amicus brief with the United States Supreme Court urging that it vacate the circuit court's decision in American Needle, Inc. v. National Football League and remand the case to the circuit court for additional analysis. The agencies' brief contends that Seventh Circuit Court of Appeals, which found for the National Football League (NFL), did not apply the correct legal standard to determine whether the conduct of the sports league constituted concerted action under the antitrust laws.

On 14 October 2009, the US Federal Trade Commission (FTC or the Commission) announced that it reached a proposed settlement with Pfizer Inc. regarding its proposed acquisition of Wyeth to settle charges that the proposed transaction would substantially lessen competition in numerous US markets for animal pharmaceuticals and vaccines in violation of US federal antitrust laws.  The FTC entered a proposed consent order requiring the parties to divest or return exclusive distribution rights to several animal health products in order to remedy the alleged anti-competitive effects resulting from the transaction. The FTC also stated that after a thorough investigation, it concluded that the proposed transaction would not raise competitive concerns in any markets for human health products.

On 7 October 2009, the Federal Trade Commission (FTC) announced that it had reached a consent agreement with Carilion Clinic (Carilion) regarding Carilion's 2008 acquisition of two independent outpatient medical clinics.

On 18 September 2009, the US Department of Justice (DOJ) filed a statement of interest in federal court opposing the proposed settlement between authors and Google Inc. (Google) in the class action lawsuit, Authors Guild Inc., et al. v. Google Inc. A collection of authors had brought the suit in 2005 to challenge the internet company's efforts to make entire library collections widely available on-line.

On 4 September 2009, the US Department of Justice (DOJ) announced that it had issued a business review letter stating that it would not challenge a proposal by two hospitals to enter into an exclusive joint purchasing agreement in connection with the purchase of certain medical and surgical supplies. The DOJ's review found that the joint purchasing arrangement falls within an antitrust safety zone and may yield volume discounts and potentially lead to lower costs and increased services for patients.

On 31 July 2009, Thoratec Corporation (Thoratec) announced that it had abandoned its proposed US$282 million acquisition of HeartWare International (HeartWare) only one day after the US Federal Trade Commission (FTC) authorised staff to commence administrative proceedings and file a lawsuit in federal district court to block the transaction on the grounds that it would substantially lessen competition in the US market for left ventricular devices used in the treatment of advanced heart failure.

On 23 July 2009, the Federal Trade Commission (FTC) issued an administrative complaint challenging Carilion Clinic's (Carilion) August 2008 acquisition of two outpatient clinics in Southwestern Virginia - the Center for Advanced Imaging (CAI) and the Center for Surgical Excellence (CSE).

CSL Limited has announced that it has abandoned the proposed US$3.1 billion acquisition of Talecris Biotherapeutics Holdings Corp. after the US Federal Trade Commission (FTC) sought to block the deal by commencing administrative proceedings and seeking a preliminary injunction in US District Court. The FTC's complaint alleged that the transaction would substantially lessen competition in four US markets for plasma-derivative protein therapies.

On 11 June 2009, United States District Judge Richard W. Story sentenced a former Home Depot, Inc. employee to over six years in federal prison on charges of conspiracy to commit wire fraud and filing false tax returns as part of an illegal vendor-kickback scheme.

Christine A. Varney, the Assistant Attorney General of the Antitrust Division of the US Department of Justice (DOJ), has warned that the DOJ intends vigorously to enforce the antitrust laws in the current distressed economy. In addition, Varney has discussed the Antitrust Division's approach to enforcement regarding single-firm conduct under section 2 of the Sherman Act, section 1 of the Sherman Act, and the challenges that the DOJ faces in the future.

On 14 May 2009, the US Federal Trade Commission (FTC) announced that it has formally dismissed its complaint against Rambus Incorporated (Rambus) due to a ruling in the DC Circuit that reversed the FTC's previous victory. The FTC's decision ends a seven-year challenge in a case that wound its way through both federal and administrative courts.

On 27 April 2009, the US Federal Trade Commission (FTC) adopted as final the interim amendments to the FTC's Rules of Practice for adjudicative proceedings that it announced in December 2008. In addition to implementing the interim rule revisions, the FTC amended several rules and eliminated one rule. According to the FTC, the rule revisions are designed to shorten the duration of adjudicative proceedings and improve the overall quality of the adjudicative process

On 9 April 2009, as a result of an ongoing investigation into the air transportation industry, the US Department of Justice (DOJ) announced that Cargolux Airlines International S.A. (Cargolux), Nippon Cargo Airlines Co. Ltd (NCA), and Asiana Airlines Inc. (Asiana) each agreed to plead guilty to conspiring to fix prices in the air cargo industry in violation of the Sherman Act and to pay a total of US$214 million in criminal fines. The DOJ also charged that Asiana fixed the prices of passenger fares for flights from the United States to Korea.

On 9 March 2009, the District Court for the District of Columbia granted the US Federal Trade Commission's (FTC) motion for a preliminary injunction to enjoin the proposed merger of CCC Holdings (CCC) and Mitchell International (Mitchell). In an 85-page opinion released publicly on 18 March 2009, the federal District Court held that a preliminary injunction should issue because the FTC raised questions "so serious, substantial, difficult, and doubtful" with regard to the merits of the proposed transaction that it warranted a full hearing at the FTC. After learning of the decision, CCC and Mitchell announced that they would abandon the US$1.4 billion merger.

The US Federal Trade Commission (FTC) has announced that it challenged Dow Chemical Company's (Dow) proposed US$18.8 billion acquisition of Rohm & Haas Company (Rohm & Haas). The FTC also announced a proposed consent order settling the charges, requiring Dow to divest a portion of its acrylic monomer and polymer research and development and production assets. According to the FTC, without this divestiture, the proposed transaction would reduce competition in the North American markets for the research, development, manufacture, and sale of certain acrylic monomers and industrial chemicals.

The US Federal Trade Commission (FTC) has announced that United States President Barack Obama designated Jon Leibowitz to serve as Chairman of the FTC in a White House Order dated 2 March 2009. Leibowitz has served as an FTC Commissioner since September 2004.

On 26 February 2009, the US Federal Trade Commission (FTC) announced that it had entered into a consent agreement with The Lubrizol Corporation (Lubrizol) over Lubrizol's 2007 acquisition of oxidate assets from The Lockhart Company (Lockhart). The proposed consent agreement settles the FTC's charges that the acquisition harmed competition in the US market for oxidates.

On 2 February 2009, the US Federal Trade Commission (FTC) announced that it filed a complaint in the US District Court for the Central District of California alleging that four drug companies violated US federal antitrust laws by providing and accepting monetary payments in exchange for delayed entry of generic versions of a branded medication, AndroGel. The complaint requests that the court enjoin the parties from enforcing these agreements and from engaging in similar conduct in the future.

On 14 January 2009, the US Department of Justice (DOJ) filed a petition in the U.S. District Court for the District of Columbia requesting that AT&T Inc. (AT&T) be found in civil contempt for allegedly violating a 2008 consent decree and court order relating to AT&T's acquisition of Dobson Communications Corporation (Dobson). The DOJ simultaneously filed a settlement agreement and order under which AT&T agreed to pay more than US$2 million to resolve the allegations in the DOJ's petition.

On 29 December 2008, the US Federal Trade Commission (FTC) announced that it was challenging King Pharmaceuticals, Inc.'s (King) proposed US$1.6 billion acquisition of Alpharma Inc. (Alpharma). The FTC also announced that it had accepted a proposed consent order settling its charges, under which King must divest the rights to Kadian, Alpharma's branded oral long-acting opioid (LAO) analgesic drug, to Actavis Group (Actavis) or an alternative Commission-approved acquirer. According to the FTC, the divestiture will restore competition between Alpharma's Kadian and King's oral LAO, Avinza, that would have been lost as a result of the acquisition.

On 16 December 2008, the US Federal Trade Commission (FTC) filed a complaint in the US District Court for the District of Minnesota alleging that Ovation Pharmaceuticals, Inc.'s 2006 acquisition of the drug NeoProfen violated the US antitrust laws. The FTC seeks equitable relief to resolve its allegations, including divestiture and disgorgement of the profits resulting from the acquisition.

On 11 December 2008, the US Department of Justice (DOJ) announced that PNC Financial Services Group Inc. (PNC) and National City Corporation (National City) have agreed to divest 61 National City banking branches in western Pennsylvania in order to resolve the DOJ's concerns that the proposed acquisition of National City by PNC would substantially lessen competition in certain local markets for retail banking, small business banking, and middle market banking services.

On 14 November 2008, the U.S. Department of Justice (DOJ) filed a lawsuit seeking to block the proposed acquisition of Anheuser-Busch Companies Inc. (Anheuser-Busch) by InBev N.V./S.A (InBev). The DOJ simultaneously filed a proposed settlement requiring InBev to sell its Labatt USA subsidiary and to grant a license to brew and sell Labatt brand beer to consumers in the United States. According to the DOJ, without this divestiture, the proposed transaction would substantially lessen competition in violation of US federal antitrust laws and lead to higher prices for beer in three New York metropolitan areas.

On 7 November 2008, the US Department of Justice (DOJ) issued a statement announcing the resignation of Thomas O. Barnett from his post as the Assistant Attorney General of the Antitrust Division. His resignation became effective on 19 November 2008, and he is succeeded by Acting Assistant Attorney General, Deborah A. Garza.

On 25 September 2008, the US Federal Trade Commission (FTC) issued a Notice of Proposed Rulemaking seeking comment on proposed revisions to the FTC's Rules of Practice for adjudicative proceedings. The proposed rule revisions are designed to shorten the duration of the proceedings and improve the quality of the adjudicative process.

On 29 October 2008, the US Department of Justice (DOJ) announced that it would not challenge the merger of Delta Air Lines Inc. and Northwest Airlines Corporation, ending a six-month DOJ investigation of the combination of the third and the fifth largest airlines in the United States.

On 9 October 2008, the US Federal Trade Commission (FTC) announced that it had charged Golf Galaxy, a Dick's Sporting Goods subsidiary, with violating federal antitrust laws by agreeing with competitor Golf Canada to divide the market for the sale of golf merchandise in the United States and Canada. To settle these charges, the FTC also announced a consent agreement with Dick's Sporting Goods (Dick's) preventing Dick's from enforcing non-compete terms in the firms' agreement and from further market allocation.

On 15 September 2008, the US Federal Trade Commission (FTC) announced that it would challenge a manufacturing, distribution, and supply agreement between Fresenius Medical Care Ag & Co. KGaA (Fresenius) and Daiichi Sankyo Company, Ltd. (Daiichi), alleging that the proposed transaction would violate US federal antitrust laws in the market for the manufacture, distribution, and sale of intravenously-administered iron sucrose. To settle charges that the agreement was anti-competitive, the FTC issued a proposed consent order limiting Fresenius's ability to increase the intra-company transfer price of Venofer, which otherwise allegedly would have increased Medicare reimbursement rates paid to dialysis clinics in the United States

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 23 June 2008, the US Supreme Court agreed to hear the Ninth Circuit´s recent antitrust decision in linkLine Communications v. SBC California, Inc., (503 F.3d 876 (9th Cir. 2007)). At issue is the viability of a price squeeze claim under section 2 of the Sherman Act against vertically integrated local exchange carriers (ILECs). The price squeeze claim in question was defined by the Ninth Circuit as a situation where a vertically integrated company sets its prices at the upstream (or wholesale) level so high that its customers cannot compete with it at the downstream (or retail) level.

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 14 May 2008, a unanimous US Court of Appeals for the Fifth Circuit affirmed a 2005 decision by the U.S. Federal Trade Commission (FTC) that North Texas Specialty Physicians (NTSP), an organisation of independent physicians in the Fort Worth, Texas area, violated section 5 of the FTC Act. In upholding the decision, the Fifth Circuit agreed with the FTC that a full "rule of reason" analysis was unnecessary to condemn certain NTSP practices related to negotiating medical fees on behalf of its physician members. As a result, the FTC properly applied an abbreviated "inherently suspect" analysis to conclude that NTSP´s practices amounted to horizontal price-fixing. However, the Court found that one of the provisions of the FTC´s remedial order was overly broad and remanded the proceeding to the FTC to modify that provision.

On 5 May 2008, the US Federal Trade Commission (FTC) announced that it has challenged Agrium, Inc.´s (Agrium) proposed US$2.65 billion acquisition of UAP Holding Corporation (UAP) after concluding that the proposed transaction would substantially lessen competition in the market for the retail sale of bulk fertilizer by farm stores, together with, in some cases, related farm-store services, in six geographic areas within the United States. The FTC also announced that it had entered into a consent agreement with the parties settling these charges, provided that Agrium and UAP divest seven farm stores in certain geographic markets to an approved acquirer within 180 days.

The US Department of Justice (DOJ) has announced that Japan Airlines International Co. (Japan Airlines) has agreed to plead guilty and pay a US$110 million criminal fine in connection with an alleged conspiracy to fix the prices of international air cargo shipments.

On 4 March 2008, the US Department of Justice (DOJ) announced a proposed settlement requiring Cookson Group plc (Cookson) and Foseco plc (Foseco) to divest Foseco's US carbon bonded ceramic business (CBC) in order to resolve charges that Cookson's proposed acquisition of Foseco would substantially lessen competition in violation of section 7 of the Clayton Act.

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 13 February 2008, the US Federal Trade Commission (FTC) announced that it has filed a complaint in the US District Court for the District of Columbia alleging that Cephalon, Inc. (Cephalon) violated US federal antitrust laws by providing monetary payments to four drug companies (Teva Pharmaceuticals USA, Ranbaxy Pharmaceuticals, Mylan Pharmaceuticals, and Barr Laboratories) in exchange for delayed entry of generic versions of its branded medication, Provigil (a prescription medication that treats excessive sleepiness arising from sleep apnea, narcolepsy, or shift-work sleep disorder). The complaint seeks a judgment that Cephalon violated the US antitrust laws and it also requests a permanent injunction to prevent Cephalon from enforcing the terms of these agreements and from engaging in similar conduct in the future.

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 18 January 2008, the US Federal Trade Commission (FTC) announced revisions to the jurisdictional thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) and the prohibitions of interlocking directorates under section 8 of the Clayton Act (Section 8). The revisions were made in accordance with the statutory requirement that the FTC revise the thresholds annually based on changes in the gross national product.

On 29 November 2007, the US Federal Trade Commission (FTC) announced that it had entered a final order settling its charges that Barr Laboratories (Barr) violated US federal antitrust laws by agreeing to delay entry of a generic version of the Ovcon birth control in exchange for monetary payments from Warner Chilcott. Under the terms of the order, Barr is prohibited from entering into any supply agreements with similar terms to its agreement with Warner Chilcott or entering into any agreements with other pharmaceutical manufacturers that have the potential to harm competition.

This Q&A provides country-specific commentary on Practice note, Competition: international joint ventures, and forms part of our international joint ventures transaction guide.