Tag Archives: HSR Act

2023 HSR Filing Thresholds and New Filing Fee Structure Announced

By Thomas Hogan and Jeffrey E. Liskov on January 30, 2023 Posted in Alert, FTC

On Jan. 25, the Federal Trade Commission (FTC) published a notice in the Federal Register announcing the 2023 filing thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act). The notice also announced the new HSR filing fee structure as mandated by the recently enacted Merger Filing Fee Modernization Act of 2022. The … Continue Reading

FTC Accepts Practical ‘Failing Firm’ Defense in Ending Challenge of Nonreportable Transaction

By Danyll Foix on October 18, 2016 Posted in Healthcare, Merger Review, Premerger Notification

The Federal Trade Commission’s recently announced proposed settlement of its challenge of CentraCare Health’s acquisition of St. Cloud Medical Group (SCMG) is doubly noteworthy. The settlement ends the challenge of a transaction that apparently was not reportable under the Hart-Scott-Rodino (HSR) Act, and the settlement is premised on a “failing firm” defense that infrequently is … Continue Reading

To Report, or Not to Report, Your Non-Reportable Transaction Is the Question

By Jonathan Lewis and Lee Simowitz on May 1, 2014 Posted in Government Investigations, Merger, Merger Review, Premerger Notification

Just because a proposed transaction does not have to be reported in advance to the Department of Justice (“DOJ”) or the Federal Trade Commission (“ FTC”) because it falls below the Hart-Scott-Rodino (“HSR”) Act size of transaction threshold (currently$75.9 million), you are not out of the woods. The growing list of companies defending antitrust challenges … Continue Reading

Webinar Now Available: Lessons Learned from FTC Investigation and Challenges of Healthcare Provider Transactions

By Danyll Foix on March 7, 2014 Posted in BakerHostetler, Events, Government Investigations, Healthcare, Merger Review

If you missed our webinar “Lessons Learned from FTC Investigation and Challenges of Healthcare Provider Transactions” featuring Former FTC Commissioner Pamela Jones Harbour and other antitrust partners from our Washington, D.C. office, you can listen and view the webinar by clicking here.… Continue Reading

Pharmaceutical Association Calls Out FTC in Filing Seeking to Enjoin New Rule Targeting the Industry

By Jonathan Lewis and Lee Simowitz on February 13, 2014 Posted in Government Investigations, Healthcare, Patents, Premerger Notification

Last November, the Federal Trade Commission (“FTC”) with the “concurrence” of the Antitrust Division of the Justice Department, and over the strenuous objection of Pharmaceutical Research and Manufacturers of America (“PhRMA”), issued final changes to the Hart-Scott-Rodino Act premerger notification rules limited solely to pharmaceutical industry. Those special rules relate to the transfer of certain … Continue Reading

BakerHostetler Lawyers to Present Webinar on Lessons Learned from FTC Investigations and Challenges of Healthcare Provider Transactions

By Danyll Foix on January 27, 2014 Posted in BakerHostetler, Events, Healthcare, Uncategorized

Members of BakerHostetler’s Antitrust and Competition team will present a webinar on February 26, 2014 which takes an in-depth look at FTC investigations and challenges of hospital and physician transactions. The topics will include: Insights from a former FTC Commissioner involved in nearly 30 healthcare enforcement actions while at the Commission Latest statistics on FTC … Continue Reading

Past as Prologue: Rebirth of the Merger Trial and the Bazaarvoice Case

By Lee Simowitz, Jonathan Lewis and Judy Gechman on January 21, 2014 Posted in Antitrust Litigation, Government Investigations, Merger, Merger Review, Premerger Notification, Sherman Act 7

For many years after its implementation, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 seemed to sound the death knell of post-consummation merger trials. By establishing a file-and-wait system rather than the old catch-me-if-you-can non-system, the Act enabled the antitrust enforcement agencies to prevent the consummation of potentially anticompetitive mergers until they completed their investigation, and … Continue Reading

Thresholds Do Matter – Choosing too Low a Threshold in an Ordinary Course of Business Provision Can Up Your Risk of “Gun Jumping”

By Jonathan Lewis and Judy Gechman on January 15, 2014 Posted in Government Investigations, Merger Review, Premerger Notification

Soon after someone settles “gun jumping” charges, client alerts with informative titles like “DOJ Settlement Resolves ‘Gun Jumping’ Charges” start flying around. These “alerts” usually recite facts alleged in the complaint, say ordinary course of business provisions are typically fine, but consult an antitrust lawyer to make sure yours are okay. But few (if any) … Continue Reading

Fix My Merger – Lessons from FTC Bureau Director Feinstein on the Use of Consent Orders to Remedy Anticompetitive Mergers

By Jonathan Lewis and Lee Simowitz on September 18, 2013 Posted in Government Investigations, Merger Review, Premerger Notification

In her first speech since becoming Director of the Federal Trade Commission’s Bureau of Competition, Deborah Feinstein highlighted five benefits arising from addressing antitrust violations through consent orders and dispelled a number of “persistent myths” about their use. While emphasizing the FTC “employs a rigorous case-by-case approach to law enforcement decisions,” Director Feinstein explained that … Continue Reading

FTC Investigations of Pharma and Medical Device Transactions – Am I at Risk?

By Jonathan Lewis and Lee Simowitz on August 19, 2013 Posted in Healthcare, Merger, Merger Review, Premerger Notification

A recent article in the Antitrust Law Journal titled “A Survey of Evidence Leading to Second Requests at the FTC,” by Darren S. Tucker, an attorney advisor to a FTC Commissioner who reviewed non-public information on the decisions to investigate proposed transactions for the period August 2008 to August 2012, sheds light on the types … Continue Reading

FTC Investigations of Energy and Chemical Transactions – Am I at Risk?

By Jonathan Lewis and Lee Simowitz on August 6, 2013 Posted in Government Investigations, Merger, Merger Review, Premerger Notification

A recent article in the Antitrust Law Journal, “A Survey of Evidence Leading to Second Requests at the FTC,” by Darren S. Tucker, an attorney advisor to a FTC Commissioner who reviewed non-public information on the decisions to investigate proposed transactions for the period August 2008 to August 2012, gives insight on the types of … Continue Reading

Will the FTC Investigate My Provider Healthcare Transaction?

By Jonathan Lewis and Lee Simowitz on July 30, 2013 Posted in Government Investigations, Healthcare, Merger, Merger Review, Premerger Notification

FTC Seeks to Undo Another Small, Completed Transaction

By Danyll Foix on July 25, 2013 Posted in FTC Act, Merger, Merger Review, Premerger Notification

This week, the FTC announced a proposed consent agreement to alter another completed transaction that was too small to be reported under the Hart-Scott-Rodino Act (“HSR Act”). The FTC’s complaint alleged that Solera Holdings Inc. and Actual Systems of America, Inc., through their subsidiaries, were competing providers of yard management systems software (“YMS”) used by automotive recycling … Continue Reading

“Wide-Ranging Investigation” Leads FTC and Idaho AG to Join Ongoing Antitrust Lawsuit Challenging Acquisition of Idaho’s Largest Independent, Multi-Specialty Physician Group

By Jonathan Lewis and Lee Simowitz on March 19, 2013 Posted in FTC Act, Government Investigations, Healthcare, Premerger Notification

After dodging an attempt by two of its competitors to stop the closing of its acquisition of Saltzer Medical Group (“Saltzer”)—a for-profit, physician-owned, multi-specialty group comprising approximately 44 physicians located in Nampa, Idaho—St. Luke’s Health System (“St. Luke’s”) must now also fend off the FTC’s and Idaho AG’s joint effort to unwind that transaction. On … Continue Reading

Buyer Beware: Increase in HSR Thresholds Does Not Mean Your Non-Reportable Transaction is Safe

By Judy Gechman on February 5, 2013 Posted in Merger, Merger Review, Premerger Notification

The purpose of the Hart-Scott-Rodino Act (“HSR Act”) Act is to preserve the agencies’ ability to investigate competitive consequences of a transaction before closing, provide an opportunity to obtain an effective remedy, and reduce the likelihood that competition will be reduced during the HSR waiting period. Even if there is no competitive overlap, the HSR … Continue Reading