The Federal Trade Commission has released the annual jurisdictional adjustments for pre-merger notification filings made pursuant to Section 7A and 8 of the Clayton Act. Under the Hart-Scott-Rodino Act, certain acquisitions of assets, voting securities or interests in non-corporate entities are subject to pre-merger notification filing and waiting period requirements.
On January 8 – one year since the filing of the lawsuit and 18 months since the merger closed – a US federal judge declared that Bazaarvoice violated the Clayton Act by acquiring its main rival, PowerReviews. The $168 million deal was challenged even though PowerReviews was too small to require a pre-merger notification filing with the federal antitrust enforcers.
The Federal Trade Commission has announced the filing of another civil complaint for violation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The complaint serves as another reminder of the importance of consulting with Hart-Scott-Rodino counsel before the acquisition of voting securities, assets or controlling interests in partnerships or limited liability companies.
The Federal Trade Commission recently announced final changes to its internal Rules of Practice regarding Part 2 (non-adjudicative) investigations and attorney conduct. The new rules are intended to streamline investigations and keep up with advances in e-discovery. Of most interest is a new rule that expressly permits agency staff to disclose the existence of an investigation.
The Antitrust Division of the Department of Justice has updated its policy guide to merger remedies. The new policy guide is intended to serve as a tool for division staff, merging parties and the bar seeking greater transparency into the division's current approach to merger remedies. Notably, the updated policy guide better reflects the division's recent willingness to craft innovative and comprehensive remedies.