HSR Act

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The Federal Trade Commission (FTC) secured a record consent penalty of $5.6 million against two merging parties on January 7, 2025 for improper pre-merger coordination, marking the agency’s first gun-jumping action in over a quarter century.  Verdun Oil Company and XCL Resources Holdings had agreed to acquire EP Energy LLC in a transaction requiring prior notification to the FTC and the U.S. Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”).  In the substantive antitrust investigation that followed the parties’ HSR Act notifications, the FTC secured a commitment for Verdun and XCL to divest assets as a condition of FTC approval for the transaction.  The FTC also discovered that the parties had violated the HSR Act.Continue Reading FTC Secures Record Gun-Jumping Penalty in a Case with Several Lessons for Merging Parties

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On November 12, 2024, the Federal Trade Commission (“FTC”) published its Final Rule and Statement of Basis and Purpose amending the Premerger Notification and Report Form filed for transactions reported under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”). 

Unless the Final Rule is delayed or rescinded by the FTC, the new…

On January 22, the FTC announced updated dollar thresholds triggering the bar on interlocking officers and directors under Section 8 of the Clayton Act, 15 U.S.C. § 19. Section 8 of the Clayton Act prohibits one person from serving as a director or officer of two competing corporations if the corporations meet certain size and competitive sales thresholds.  For 2024, Section 8 applies if each corporation has capital, surplus, and undivided profits aggregating more than $45,257,000; however, no corporation is covered if the competitive sales of either corporation are less than $4,525,700.  These new thresholds took effect on January 22, 2024. 

The next day, the FTC announced updated dollar thresholds triggering the jurisdiction of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), 15 U.S.C. § 18a, to certain acquisitions.  The new HSR Act thresholds will take effect 30 days after publication in the Federal Register. Continue Reading FTC Increases HSR Thresholds and Clayton 8 Thresholds