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Wednesday, November 12, 2014, 5:11 PM

Minimizing Antitrust Risk in Mergers and Acquisitions

Check out this white paper on antitrust risks in merger and acquisitions.  The paper discusses the importance of preliminary and careful consideration of antitrust issues and compliance with agency requirements, regardless of the size of an acquisition.  Premerger notification requirements under the Hart-Scott-Rodino Act ("HSR Act") are important, but they are not the only antitrust consideration in M&A transactions.  The article, authored by Amanda Ames and Jason Hicks, summarizes the federal law applicable to mergers, describes the role and jurisdiction of the FTC and DOJ, explains the HSR premerger notification requirements and thresholds, offers considerations for non-reportable transactions, and discusses some of more interesting recent case studies.

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Wednesday, November 05, 2014, 5:28 PM

2014 Elections May Lead To Changes In Antitrust Merger Review

With the Republicans gaining control of the Senate in yesterday's elections, there is a greater chance that Congress may enact reforms to the merger approval process.  Currently, there is a bill pending in the House that would unify merger preliminary injunction standards at the Department of Justice and Federal Trade Commission.  The bill, known as the Standard Merger and Acquisitions Review Through Equal Rules Act ("SMARTER"), has passed out of committee in the House.  It is widely believed that the bill is more likely to pass the Senate under Republican control. 

Currently, DOJ and FTC have separate standards for blocking a merger.  The DOJ must show irreparable harm in order to obtain a preliminary injunction, but the FTC only has to show that blocking the deal with be in the public interest.  The bill would require both agencies to meet the traditional irreparable harm standard.  An interesting Law360 article was published about the SMARTER bill and other antitrust and consumer protection reforms that may result from the 2014 elections and Republican control of the Senate.

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