Category: Regulatory
Key Considerations as FTC, DOJ Significantly Change HSR Premerger Notification Requirements
On October 10, 2024, the Federal Trade Commission (FTC) announced a unanimous 5-0 vote to finalize changes to the Hart-Scott-Rodino (HSR) premerger notification program, including changes to the HSR form and associated instructions, with the Department of Justice (DOJ) concurring with the final rule. Under the HSR Act, parties to transactions are […]
As CFIUS Announces Significant Penalties, Companies and Investors Confront a Shift in CFIUS Filing Cost-Benefit Dynamics
On the heels of releasing its 2023 Annual Report to Congress, the Committee on Foreign Investment in the United States (CFIUS) publicly announced six new penalties on parties that failed to comply with CFIUS requirements in connection with cross-border transactions. The penalties range from $100,000 to a staggering $60 million fine for T-Mobile’s alleged […]
Not the Show They Wanted: DOJ Hits Venue Services Group With $3.5 Million HSR Gun-Jumping Penalty
The US Department of Justice (DOJ) filed a complaint and proposed consent decree alleging that Legends Hospitality Parent Holdings prematurely acquired beneficial ownership – often referred to as “gun jumping” – in connection with its proposed acquisition of ASM Global. The proposed final judgment requires Legends, a global venue services company providing food and […]
IRS Publishes Proposed Regulations on Stock Buyback Excise Tax
On April 12, 2024, the US Department of the Treasury and the IRS published proposed regulations (89 FR 25980 and 89 FR 25829, the “Proposed Regulations”) on the application of Section 4501,1 which imposes a 1% excise tax2 on certain repurchases of stock of publicly traded US corporations (the “Excise Tax”). The Proposed Regulations […]
New Hart-Scott-Rodino Act Filing Thresholds, Filing Fees and Interlocking Directorate Thresholds Announced
The Hart-Scott-Rodino (HSR) Act thresholds that govern which mergers & acquisitions must be reported to the US Department of Justice (DOJ) and Federal Trade Commission (FTC) will increase slightly more than 7% in March 2024. To learn more about the changes to the Hart-Scott-Rodino (HSR) Act please see the recent […]
New Year, New Merger Guidelines: What Dealmakers Need to Know
As a capstone on the Biden administration’s aggressive 2023 antitrust enforcement, the Department of Justice (DOJ) and Federal Trade Commission (FTC) jointly issued revised Merger Guidelines before the holidays, replacing the Horizontal Merger Guidelines issued by the Obama administration in 2010 and the Vertical Merger Guidelines issued by the Trump administration in […]
Corp Fin Issues New CDIs Regarding the Proxy Rules
On Friday, Corp Fin released some new CDIs relating to the proxy rules. The CDIs can all be found under the caption Proxy Rules and Schedule 14A, and all are new with one exception for a newly revised CDI under Rule 14a-6. Universal proxy is once again a hot topic, and there […]
Cooley Publishes Updated CFIUS Overview Page
Cooley’s CFIUS team recently published an updated Committee on Foreign Investment in the United States overview page, which covers the introduction of “mandatory” CFIUS filing requirements by the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). The refreshed overview also summarizes the CFIUS regime generally – including a discussion of […]
DOJ’s Top Antitrust Official Turns Spotlight on Broadened Scope of Bank Merger Enforcement
In the wake of major bank failures in the US, the Department of Justice (DOJ) has signaled that it plans to step up antitrust enforcement of bank mergers. In June 2023, the DOJ’s Assistant Attorney General for Antitrust Jonathan Kanter delivered a speech at the Brookings Institution, providing listeners with insights […]
Court of Justice Sets Lightning Rod for EU Foreign Direct Investment Screening
On 13 July 2023, the Court of Justice of the European Union (CJEU) handed down its first ruling on the European Union Foreign Direct Investment Screening Regulation, which entered into force in October 2020. In short, the CJEU clarified in Xella Magyarország that the regulation does not apply to acquisitions […]