Articles Posted in Merger Highlights

On July 21, the U.S. Department of Justice’s Department of Justice (“DOJ”) and several state attorneys general filed two lawsuits, challenging two major health insurer mergers: (1) Anthem, Inc.’s (“Anthem”) proposed $48.4 billion purchase of Cigna Corporation (“Cigna”) and (2) Aetna Inc.’s (“Aetna”) planned $37 billion acquisition of Humana Inc. (“Humana”). While the cases are substantially different, both…

Antitrust enforcement has become front and center in the American political economic debate.  The Democratic Platform included a plank for greater antitrust enforcement for the first time since 1968.  There is increasing evidence that large mega-mergers have cost consumers dearly in the pocket book, increased economic inequality and dampened economic opportunity.  In a recent speech…

On July 12, 2016, ValueAct agreed to pay a record fine of $11 million to settle the Department of Justice Antitrust Division’s (“DOJ”) allegations that ValueAct violated the reporting requirements under of the Hart-Scott-Rodino Act (“HSR Act”) by improperly relying on the “investment only” exemption. HSR Exemption The HSR Act imposes notification and waiting period…

DOJ’s Concern Regarding Vertical Foreclosure of Smaller Rivals On April 25, 2016, the DOJ submitted a proposed final judgment allowing the creation of New Charter as long as the parties agreed to certain behavioral conditions. The DOJ required conditions to resolve its concern that New Charter would have a greater incentive and ability to impose…

On May 31, 2016, the American Antitrust Institute (“AAI”), Food & Water Watch (“FWW”) and National Farmers Union (“NFU”) sent a letter to the Principal Deputy Assistant Attorney General, Renata Hesse, urging the Antitrust Division of the U.S. Department of Justice (“DOJ”) to challenge the proposed Dow/DuPont merger. The letter details the groups’ analysis of…

On April 25, 2016, the DOJ entered into settlement agreement approving Charter Communications, Inc.’s (“Charter”) acquisition of Time Warner Cable Inc. (“TWC”) and its related acquisition of Bright House Networks, LLC to create New Charter as long as the parties agreed to certain behavioral conditions. DOJ’s Vertical Concerns Related to the Creation of New Charter…

On May 13, 2016, the FTC approved a merger American Air Liquide Holdings, Inc. and Airgas, Inc. as long as the parties divest certain production and distribution assets to settle the FTC’s allegations that their proposed merger likely would have harmed competition and led to higher prices in several U.S. and regional markets. Competitive Problem…

Corona’s advertising slogan encourages consumers to find their beach, but consumers may soon have trouble finding Corona. In 2013, the U.S.Department of Justice required Anheuser-Busch InBev (ABI) to grant a perpetual and exclusive U.S. license to some of its Grupo Modelo Mexican beer brands that were at the time competing in the U.S. market, including…

On January 21, 2016, the Federal Trade Commission announced its annual revisions to the monetary thresholds of the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended, (the “HSR Act”) and Section 8 of the Clayton Act. The revised thresholds are expected to become effective in late February 2016, 30 days after the date…

In an indirect way, today’s craft beer renaissance in the United States was made possible by prohibition.  The Eighteenth Amendment to the Constitution, normally referred to as prohibition, was in part a reaction to the system of “tied houses” that dominated the alcohol retail market.  Brewers at the time exerted tremendous exclusive control over retailers…