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Category Archives: Mergers & Acquisitions

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German Court Rejects National Competition Authority Liability for Damages After Unlawful Prohibition of a Merger

Posted in German Developments, Mergers & Acquisitions

The Higher Regional Court in Düsseldorf yesterday dismissed an action for damages of €1.1 billion brought by GN Store Nord against the German Federal Cartel Office. The judgment sheds some light on the possibility for companies to claim damages in the context of an unlawful prohibition of a proposed merger. Click here to read the [...]

Italian Merger Control Thresholds Update

Posted in Italian Developments, Mergers & Acquisitions

The Italian Competition Authority has updated its merger control turnover thresholds. Effective from 10 March 2014, Section 16 (1) of Law No 287 of 10 October 1990 requires prior notification of all mergers and acquisitions where: Aggregate turnover in Italy of all undertakings involved is above EUR 489 million, and Aggregate turnover in Italy of [...]

Court Orders Divestiture of Consummated Physician Practice Acquisition

Posted in Healthcare Antitrust, Mergers & Acquisitions

In a challenge brought both by private plaintiffs and the government, a court has ruled that a health system’s acquisition of a competing physician group practice violated the antitrust laws where the transaction resulted in the health system employing 80 percent of the primary care physicians in one area.  Hospitals and health systems pursuing physician [...]

Call Waiting: DOJ to Maintain Scrutiny of Wireless Industry Consolidation

Posted in DOJ Developments, Mergers & Acquisitions

The wireless industry has seen steady consolidation since the late 1980s.  Recently, in late 2013, reports began circulating about a potential merger between Sprint and T-Mobile, the nation’s third and fourth-largest wireless carriers, respectively.  Last week, however, in an interview with the Wall Street Journal, William Baer, the assistant attorney general for the antitrust division [...]

Federal Trade Commission Announces Revised, Higher Pre-merger Filing Thresholds

Posted in FTC Developments, Mergers & Acquisitions

On January 17, 2014, the Federal Trade Commission (FTC) announced revised, higher Hart-Scott-Rodino (HSR) pre-merger notification filing thresholds.  The FTC adjusts the HSR thresholds annually to represent the increase or decrease in GNP.  These revised thresholds will become effective 30 days from the date on which notice is published in the Federal Register, which should occur within the [...]

Judge Rules in Favor of DOJ Finding Bazaarvoice/PowerReviews Merger Anticompetitive

Posted in DOJ Developments, Mergers & Acquisitions

On January 8, 2014, Judge Orrick of the Northern District of California ruled that Bazaarvoice’s acquisition of competitor PowerReviews violated Section 7 of the Clayton Act.  The ruling was in favor of the U.S. Department of Justice (DOJ).  The public version of the opinion was made available on January 10.  In its self-described “necessarily lengthy [...]

Court Certifies Class in Hospital Merger Antitrust Lawsuit

Posted in Mergers & Acquisitions, Monopolization/Abuse of Dominance, Private Litigation

On December 10, 2013, Judge Edmond Chang of the Northern District of Illinois certified a class of plaintiffs who filed a proposed class action against NorthShore University Health System (formerly Evanston Northwestern Healthcare) on behalf of all end-payors who purchased inpatient and outpatient healthcare services directly from NorthShore. In 2000, Evanston Northwestern acquired rival Highland [...]

European Commission Simplifies Aspects of EU Merger Control

Posted in EC Developments, Mergers & Acquisitions

The European Commission (Commission) has issued a package of measures (the Reform Package), the rationale for which is to simplify and streamline EU merger control. The Reform Package does this by extending “simplified” treatment to more transactions, reducing the information that parties to a notifiable transaction have to submit and streamlining the pre-notification process. The [...]

Office Supplies Surprise: FTC Approves Office Depot-OfficeMax Merger

Posted in FTC Developments, Mergers & Acquisitions

On Friday, November 1, 2013 the Federal Trade Commission (FTC) ended a seven-month investigation of the proposed merger between Office Depot Inc. and OfficeMax Inc., allowing the transaction to move forward. The merger between the second and third largest office supply superstores (OSS) is not the first time the FTC has been interested in OSS [...]

Support for Airlines Merger Grows

Posted in DOJ Developments, Mergers & Acquisitions

Mayors from Charlotte, Chicago, Dallas, Fort Worth, Philadelphia, Phoenix and Miami-Dade County wrote to Attorney General Eric Holder on Wednesday, urging him to allow American Airlines Inc. and U.S. Airways Group Inc. to merge.  The mayors encouraged the Justice Department to “reconsider [the] ill-conceived lawsuit,” and asserted that the deal would benefit both consumers and [...]

Assistant Attorney General Addresses Antitrust Remedies in First Formal Remarks

Posted in Cartel Enforcement, DOJ Developments, Mergers & Acquisitions

On September 25, 2013, Assistant Attorney General Bill Baer gave his first formal remarks since becoming head of the Antitrust Division at the United States Department of Justice (DOJ) in January. Speaking at Georgetown Law’s Seventh Annual Global Antitrust Enforcement Symposium, Baer’s address was entitled “Remedies Matter: The Importance of Achieving Effective Antitrust Outcomes.” Baer [...]

Tweet: No Antitrust Problems Here

Posted in FTC Developments, Mergers & Acquisitions

by Lincoln Mayer The Federal Trade Commission (FTC) has approved social media heavyweight Twitter’s $350 million stock acquisition of MoPub.  Twitter’s purchase of the mobile advertising exchange, which helps companies place ads on mobile devices, is expected to enhance Twitter’s ability to tailor mobile ads to users.  The size of the deal triggered the Hart-Scott [...]

FTC and DOJ Accepting HSR Filings During Shutdown

Posted in DOJ Developments, FTC Developments, Mergers & Acquisitions

by Gregory Heltzer The Federal Trade Commission (FTC) and Department of Justice (DOJ) both announced that they will have limited staff on hand to accept Hart-Scott-Rodino (HSR) premerger notification filings during the U.S. federal government shutdown.  The HSR Act requires that parties subject to the Act must wait 30 days before closing their transaction.  This [...]

FTC Reaches Unique Settlement with Phoebe Putney Health System Resolving Lengthy Hospital Merger Challenge

Posted in FTC Developments, Healthcare Antitrust, IP Antitrust, Mergers & Acquisitions

by Carrie G. Amezcua and Stephen Wu The U.S. Federal Trade Commission (FTC) and Phoebe Putney Health System settled the FTC’s complaint that the health system’s merger with Palmyra Park Hospital violated the antitrust laws.  Unique state statutes and regulations effectively prevented the FTC from obtaining its usual remedy for unlawful mergers or acquisitions, a [...]

Antitrust and Healthcare: A Comprehensive Guide

Posted in Healthcare Antitrust, Mergers & Acquisitions, Monopolization/Abuse of Dominance

McDermott Will & Emery is pleased to announce the publication of Antitrust and Healthcare: A Comprehensive Guide, First Edition. This new publication, produced by American Health Lawyers Association provides invaluable “practice pointers” to help healthcare industry participants, and their counsel, minimize antitrust risk and more successfully plan and execute business and litigation strategies.   McDermott [...]

American Airlines, US Airways Merger Faces Additional Challenges

Posted in Mergers & Acquisitions

by Megan Morley Last week, the proposed merger of American Airlines and US Airways faced additional scrutiny when nineteen states joined the U.S. Department of Justice’s investigation of the pending transaction.  Greg Abbott, Texas Attorney General, is leading the effort on behalf of a group of attorneys general from states including New York, California and [...]

$720,000 Civil Penalty for Failure to File HSR

Posted in DOJ Developments, FTC Developments, Mergers & Acquisitions

by Carla A. R. Hine Today the Department of Justice (DOJ), on behalf of the Federal Trade Commission (FTC), announced a settlement with MacAndrews & Forbes for failing to file Hart-Scott-Rodino (HSR) in connection with the acquisition of voting securities of Scientific Games (SG).  MacAndrews & Forbes, which is a wholly-owned holding company of Ronald [...]

ACOs and Antitrust Are Aligned and Compatible, Says Commissioner Brill

Posted in FTC Developments, Healthcare Antitrust, Joint Ventures/Competitor Collaboration, Mergers & Acquisitions

by Carrie G. Amezcua FTC Commissioner Julie Brill addressed attendees at the 2013 National Summit on Provider Market Power on June 11.  The focus of her remarks were on the intersection of antitrust, the Affordable Care Act (ACA) and Accountable Care Organizations (ACOs).  She first touched on the ACA.  Noting the empirical evidence shows that [...]

District Court Grants Temporary Restraining Order in Phoebe Putney Litigation

Posted in FTC Developments, Healthcare Antitrust, Mergers & Acquisitions

by Carrie Amezcua The next step of the on-going Phoebe Putney litigation is completed.  On Wednesday, April 15, the district court for the Middle District of Georgia granted the Federal Trade Commission’s (FTC) motion for a Temporary Restraining Order (TRO) in Federal Trade Commission v. Phoebe Putney Health System, Inc., No. 1:11-cv-58 (M.D. Ga.).  In [...]

FTC Issues Fiscal Year 2012 HSR Report

Posted in DOJ Developments, FTC Developments, Mergers & Acquisitions

by Carla A. R. Hine Earlier this week, the Federal Trade Commission (FTC) issued its Hart-Scott-Rodino (HSR) report for fiscal year 2012 (FY2012), which summarizes enforcement actions and key statistics regarding number of filings, second requests and challenges.  The press release and a link to the report can be found here. Filings were relatively flat [...]

FTC’s New Chairwoman Ramirez Says Health Care Continues To Be Top Priority

Posted in FTC Developments, Healthcare Antitrust, IP Antitrust, Mergers & Acquisitions

by Hillary Webber In remarks made this week at the International Competition Network annual conference, Federal Trade Commission (FTC) Chairwoman Edith Ramirez stated that health care will continue to be a top priority for the FTC.   Referring to health care and hospital mergers in particular, she said that the Commission will "guard[] against what we [...]

China’s Merger Control Rules Changing: MOFCOM Publishes New Draft Regulations on Remedies and Simple Cases

Posted in Chinese Developments, Joint Ventures/Competitor Collaboration, Mergers & Acquisitions

by Henry Chen, Frank Schoneveld and Alex An China’s Ministry of Commerce recently issued two new draft regulations.  The first provides a wider range of potential remedies to obtain the clearance of a concentration (e.g., a merger, acquisition, joint venture, etc.); the other defines the standards for “simple” merger cases that are eligible for a [...]

German Federal Cartel Office Levies Administrative Fine Due to Incomplete Merger Notification

Posted in Cartel Enforcement, German Developments, Mergers & Acquisitions

by Martina Maier, Philipp Werner and Robert Bäuerle The German Federal Cartel Office (FCO) has imposed an administrative fine for the submission of incomplete information in a merger notification.  The missing information concerned details about shareholdings essential for the competitive assessment analysis.  The shareholdings belong to a private individual who controlled the notifying party.  Companies [...]