January 15, 2015

FTC Announces 2015 HSR Act Reporting Thresholds

Every year, the dollar thresholds under the HSR Act are adjusted for changes in the gross national product. The new thresholds will take effect 30 days after they are published in the Federal Register. At that time, we will revise this post to give the effective date.

Most importantly, the size-of-transaction threshold will increase from the current $75.9 million to $76.3 million, so that once effective, acquisitions of voting stock or assets valued at more than $76.3 million may be reportable.

For more information on the revised thresholds, click here.
For the text of the FTC's Federal Register notice, click here.

Kelly Karapetyan


The Hart-Scott-Rodino Act
The HSR Act form and instructions
FTC HSR web page

Categories: US Mergers


December 1, 2014

Foreign Antitrust Defendants Feel Some Relief from the Reach of the Sherman Act in Civil Matters

The Seventh Circuit Court of Appeals ruled that Motorola cannot recover overcharges to its non-U.S. subsidiaries that purchased price-fixed LCD panels abroad, even though finished cellphones incorporating those panels were ultimately sold in the United States. The Court held that permitting such actions would be an unjustified interference with the right of foreign nations to regulate their own economies.

Categories: US Antitrust Basics, US Cartels


November 6, 2014

Sample Antitrust-Related Provisions in M&A Agreements--2014 Edition

This note provides a much expanded sample of antitrust-related provisons in M&A agreements over the one we posted in April 2013. As before, the sample provisions have been taken (sometimes with a little modification) from actual M&A agreements. 

This sample will give you with a good idea of the wide variety of provisions parties have used in dealing with 

  • the jurisdictions and the timing where merger control filings are to be made;
  • the level of cooperation the parties owe each other in defending the transaction;
  • who controls the defense strategy
  • the antitrust-related conditions precedent
  • whether the parties are obligated to litigate an adverse agency decision and, if so, who controls the litigation strategy and how long will the parties have to litigate before the drop-dead date;
  • whether the buyer is obligated to "fix" any antitrust concerns through consent decree relief and how far this obligations goes;
  • whether an antitrust reverse termination fee is to be paid in the event of a failure of the antitrust conditions; and
  • the conditions under which the agreement may be terminated or the drop-dead date extended

Of course, every deal stands on its own. The language that has been used in one deal may not be appropriate for another deal, and inclusion of a provision in this sample does not constitute an endorsement of the language. Still, I find the collection helpful in drafting and negotiating the antitrust provisions in M&A agreements.

Dale Collins

Categories: EU Mergers, US Mergers