Surviving Antitrust Scrutiny of Non-HSR Reportable Transactions

Best Practices to Minimize DOJ, FTC and State AG Challenges and Gain Merger Clearance

Recording of a 90-minute CLE webinar with Q&A

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Conducted on Tuesday, November 18, 2014

Recorded event now available

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Course Materials

This CLE course will examine the government’s heightened antitrust scrutiny of non-Hart-Scott-Rodino (HSR) reportable transactions. The panel will explain proactive steps antitrust counsel should take throughout the merger transaction to assess and respond to antitrust risks and gain merger clearance.

Description

Antitrust agencies are closely scrutinizing merger deals for anticompetitive conduct, including transactions that fall below HSR reporting thresholds. Between 2009 and 2013, almost 20 percent of the Department of Justice’s (DOJ) merger investigations related to non-reportable transactions.

Non-reportable transactions are more likely to draw the attention of the DOJ and Federal Trade Commission (FTC) when they are in industries that were previously the target of antitrust actions, such as healthcare, energy or pharmaceuticals; when customers, competitors, suppliers or other third parties complain about the merger; or when media reports bring attention to the impending merger.

Counsel must carefully evaluate the apparent risk of competitive harm in non-reportable merger transactions and the potential for the DOJ and/or FTC to detect and investigate the transaction. Counsel must also determine how to respond to antitrust risks in the transaction in order to increase the likelihood of obtaining merger clearance.

Listen as our authoritative panel of antitrust attorneys examines the antitrust risks of non-HSR reportable transactions, lessons from recent enforcement actions, and strategies to minimize challenges to a merger, including challenges to consummated deals.

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Outline

  1. Current enforcement trends with non-reportable transactions
  2. Antitrust risks in non-reportable transactions
  3. Best practices for businesses before, during and after a consummated merger to minimize DOJ/FTC investigations

Benefits

The panel will review these and other key questions:

  • What are the antitrust risks of non-HSR reportable transactions?
  • What are the lessons from recent government enforcement actions in transactions below the HSR reporting threshold?
  • What practices can counsel implement to effectively review and address the potential competitive effects of proposed transactions?

Faculty

Laura Kam
Laura Kam
Of Counsel
DLA Piper LLP (US)

Ms. Kam focuses on complex commercial litigation and antitrust matters. She counsels clients on antitrust...  |  Read More

Mary Anne Mason
Mary Anne Mason
Partner
Crowell & Moring

Ms. Mason focuses on antitrust, competition and economic regulatory law. Her government investigations practice...  |  Read More

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