The Federal Trade Commission has recently proposed major changes to the Hart-Scott Rodino (“HSR”) notification rules that would: 1) significantly change stock aggregation rules for funds with a common manager and 2) change the exemption which applies for acquisitions up to 10% of an issuer.
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On December 10, 2020, the Antitrust Division of the US Department of Justice (DOJ) indicted an individual employer owner, for the first time, for agreeing with a competing owner to reduce the wages that their workers were being paid. Moreover, on January 5, 2021, the DOJ indicted a corporation for conspiring with two competing employers to allocate a medical employment market by agreeing not to solicit each other’s senior employees.
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The Hart-Scott-Rodino (HSR) Antitrust Improvements Act 1976 (as amended) is the pre-merger notification statute for the United States. It requires parties contemplating certain types of transaction involving the acquisition of assets, non-corporate interests (eg, limited liability company membership or partnership interests) or voting securities to file a notification form describing the transaction with the Federal Trade Commission (FTC) and the US Department of Justice and to wait a prescribed waiting period before consummating the transaction.
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For the first time in history, a private party has successfully challenged an acquisition and obtained an order requiring a divestiture of a company that had been acquired years before the case was filed. In a highly anticipated decision, a court of appeals has affirmed that order.
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