On July 13, 2026, the Federal Trade Commission (FTC) announced that Edwards Lifesciences and Genesis MedTech Group agreed to pay a combined civil penalty of $12 million to settle allegations that they intentionally structured Edwards’ acquisition of JC Medical, a subsidiary of Genesis, to avoid premerger reporting requirements under the Hart-Scott-Rodino (HSR) Act, a “device in avoidance.” The settlement is the largest civil penalty ever imposed for failure to file an HSR notification.

Key takeaways:

  • The FTC recently secured a record civil penalty of $12 million to settle allegations that the parties intentionally structured an acquisition to avoid an HSR filing.
  • The FTC alleged that internal documents and deal communications showed the contemporaneous acquisition of nonvoting securities was part of a single transaction that would have otherwise been reportable.
  • This action comes at a time of increased government scrutiny of acquihires and other deal structures, to the extent such structures could be perceived as intended to avoid an HSR reporting obligation.

To learn more about this enforcement action, please see the client alert published by Cooley’s antitrust team.

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