Category: Regulatory
Hart-Scott-Rodino Act Thresholds Jump in 2022
Basic ‘size-of-transaction’ threshold now $101 million The Hart-Scott-Rodino Act thresholds, which govern when mergers and acquisitions must be reported to the US Department of Justice and Federal Trade Commission, will jump 9.8% in February 2022. The basic “size-of-transaction” threshold will increase from $92 million to $101 million. The FTC announced […]
Antitrust Trends to Look Out for in 2022
One year into his administration, President Joe Biden has made clear that aggressive competition policy is on the agenda. With a team of progressives filling leadership roles at the Federal Trade Commission and in the Antitrust Division of the US Department of Justice, companies are able to predict what the […]
President Biden’s Executive Order on Competition: Three Important Takeaways for Tech and Life Sciences Companies
On July 9, President Joe Biden issued an executive order on “Promoting Competition in the American Economy.” With 72 initiatives and directives by more than a dozen federal agencies, the order seeks to aggressively “reduce the trend of corporate consolidation, increase competition, and deliver concrete benefits to America’s consumers, workers, farmers, and small businesses.” […]
HSR Headwinds: FTC Hits ‘Pause Button’ on HSR Early Terminations
Parties to transactions requiring filings under the Hart-Scott-Rodino (HSR) Act are already facing considerable headwinds from US President Joe Biden’s antitrust enforcement agencies on important substantive and procedural issues that will delay transactions closing and potentially increase compliance costs and burdens. The HSR Act requires parties to transactions that meet certain financial thresholds to notify the […]
Hart-Scott-Rodino Act Thresholds Decrease for 2021
Baseline HSR threshold now $92 million The Hart-Scott-Rodino Act requires that parties to certain transactions, including mergers and acquisitions, acquisitions of voting securities, and assets and minority investments, file notifications with the Department of Justice Antitrust Division and the Federal Trade Commission and observe a statutory waiting period if the transaction […]
Americas Antitrust Review 2021
Covid-19 has made 2020 into a year like no other with ‘stay at home’ orders and working from home the new normal. Nonetheless, the tech and pharma industries continued to attract immense antitrust scrutiny, with daily reports in the media and pressure from politicians to address what some perceive to […]
IRS Releases Guidance on PPP Loans and Employee Retention Tax Credits
The Internal Revenue Service (IRS) has issued several items of new guidance relating to loans under the Paycheck Protection Program (PPP), including two new FAQs addressing the interaction of PPP loans and employee retention tax credits (ERTCs) in M&A transactions, a Revenue Ruling holding that expenses funded by PPP loans […]
DOJ Issues Merger Remedies Manual as Both DOJ and FTC Step Up Efforts to Enforce Consent Decrees
The U.S. Department of Justice (DOJ) Antitrust Division issued a new Merger Remedies Manual on September 3, clarifying the analytical framework it is using to evaluate remedies that may address competitive harms stemming from proposed mergers and acquisitions, as well as from consummated mergers. In announcing the modernized Manual, Assistant […]
Investment Funds Beware: Proposed HSR Amendments Would Increase Reporting Obligations
The US Federal Trade Commission and Department of Justice announced proposed changes to the rules governing Hart-Scott-Rodino (HSR) filings that, if implemented, would significantly increase the number of transactions that must be reported to the antitrust agencies – primarily by private equity, venture capital and other investment funds – as […]
CFIUS Update: Final Regulations Implement FIRRMA
The US Department of the Treasury has issued two final regulations implementing the Foreign Investment Risk Review Modernization Act of 2018. The final regulations broadly expand the jurisdiction of the Committee on Foreign Investment in the United States to review foreign investment transactions that implicate US national security concerns and […]