The US Antitrust Division of the Department of Justice and the Federal Trade Commission recently issued guidance for human resources (HR) professionals on steps to avoid antitrust violations. The guidelines – which cover 'no-poaching' agreements, agreements to fix wages or other terms of employment and the exchange of HR information – reveal the agencies' determination to scrutinise the employment arena and their intention to use, if necessary, their most powerful enforcement tools.
The Department of Justice has filed a lawsuit against Bazaarvoice Inc's acquisition of PowerReviews Inc, despite the transaction's relatively small size and the fact that the parties completed it over six months ago. The suit underscores the federal agencies' increased scrutiny of completed mergers and acquisitions in recent years, as well as the significance of so-called 'hot' documents to investigations.
A recent line of cases suggest that the cooperative selling of jointly owned intellectual property through a lawful joint venture may enjoy certain antitrust protections, whereas the cooperative selling of singularly owned property through the same joint venture may be open to challenge under Section 1 of the Sherman Act. Companies should monitor such cases closely to assess potential antitrust risks that may arise.
The California Supreme Court recently held that California law bars antitrust defendants from invoking a pass-on defence in most circumstances, even though both direct and indirect purchasers may sue for treble damages. The decision raises significant questions about the scope of liability under California antitrust laws and presents a risk of duplicative recovery.
A federal district court in Chicago has granted summary judgment to the defendants in a lawsuit involving information exchanged between competitors engaged in merger discussions and due diligence. The decision highlights important antitrust law considerations for companies involved in mergers and acquisitions.