Archives: Merger Control

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DOJ’s Antitrust Division makes significant updates to Merger Remedies Manual

The Department of Justice’s Antitrust Division updated its Merger Remedies Manual for the first time in more than a decade.  The updates improve upon the 2004 Manual by providing a significantly more detailed account of the Division’s approach to preserving competition pre- and post-merger. Our team highlights the various revisions and additions to the Manual … Continue Reading

Amazon/Deliveroo – when small shareholdings can lead to big issues

At a Glance: The CMA’s conclusion that it has jurisdiction to review Amazon’s 16% shareholding in Deliveroo serves as a reminder that control can arise even at low levels of shareholding. Minority shareholders who enjoy significant influence on the company’s policy direction and strategic commercial decisions may be considered to have sufficient control to trigger … Continue Reading

Foreign investment: the UK’s approach

As the UK takes steps to introduce new foreign direct investment (FDI) rules, it is important for investors from outside the UK or EU to consider these new rules at the outset of transactions in particular sectors. We discuss this latest move and consider what impact the new measures may have, in our latest client … Continue Reading

COVID-19 puts predatory acquisitions in the antitrust crosshairs of U.S. government

As businesses continue to deal with the repercussions of extended lockdowns, the U.S. government is on the lookout for enterprises that may use the pandemic as a cover to pursue anticompetitive endeavors. In April, Sen. Elizabeth Warren (D-MA) and Rep. Alexandria Ocasio-Cortez (D-NY) introduced the Pandemic Anti-Monopoly Act (the Proposed Act) with the aim of … Continue Reading

COVID-19 pandemic accelerates the extension of foreign investment control in Germany with regard to transactions in the health care sector

The German Federal Ministry for Economic Affairs and Energy implemented further amendments to the Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung – AWV) due to the COVID-19 pandemic to prevent the buyout of German companies active in the health care and infection protection sectors by investors from outside the EU (or EFTA). The amendment entered into … Continue Reading

German lawmakers adopt temporary amendments to the German Competition Act to mitigate consequences of the COVID-19 pandemic in competition law

On 14 May 2020, the German Parliament adopted temporary amendments to the Act against Restraints of Competition (ARC) to mitigate consequences resulting from COVID-19 in the field of competition law. See BT-Drucksache 19/18963. In order to enable the Federal Cartel Office (FCO) to continue investigating mergers and their impact on the market concerned under the … Continue Reading

How are competition law authorities responding to the unfolding COVID-19 crisis?

With COVID-19 sweeping across the globe, competition law authorities and legislative bodies across the world are having to act quickly and flexibly to minimise disruption while ensuring business compliance and consumer protection. In our recent client alert, we take a look at how COVID-19 is shaping the competition landscape from a multi-jurisdictional perspective, honing in … Continue Reading

What’s faster: the Indy 500 or your next merger review? Assistant Attorney General Makan Delrahim’s recent remarks on the merger landscape explain why the answer might not be what you expected

On February 5, 2020, Assistant Attorney General Makan Delrahim spoke at the Media Institute on the current merger review landscape (see Makan Delrahim, “Getting Better: Progress and Remaining Challenges in Merger Review”). While he celebrated an administrative success, he also forewarned of a formidable obstacle to effective agency enforcement. Delrahim remarked that since the Antitrust … Continue Reading

FTC orders unwinding of consummated, non-reportable merger of microprocessor-equipped prosthetic knee companies

On November 1, 2019, the Federal Trade Commission (FTC) upheld the decision of an administrative law judge (ALJ), finding that the non-reportable acquisition of FIH Group Holdings, LLC (Freedom) by Otto Bock HealthCare North America, Inc. (Ottobock) was likely to substantially lessen competition. Ottobock and Freedom are both manufacturers of prosthetic knees, and they both … Continue Reading

Advent International has proposed an acquisition of Cobham plc, but why is the UK Government getting involved – and what are the implications?

On the grounds of national security, the UK Government made a surprising intervention in the U.S private equity firm Advent International’s proposed acquisition of Cobham plc, a British aerospace and defence company. Since the decision back in September to look into the acquisition, the UK Competition Market Authority has submitted a review to establish if … Continue Reading

What does the Competition and Markets Authority’s decision to impose a 10-year ban on the Sainsbury’s/Asda merger suggest for the future of UK competition law?

The recently proposed Sainsbury’s/Asda merger would have combined the second- and third-largest UK supermarkets. The merger would also have created the largest retailer of fuel by volume in the UK. The UK Competition and Markets Authority (CMA) decided to step in and concluded that the prohibition of the merger was the only way to go. Most … Continue Reading

Merger control and minority investments

A commonly held view is that merger control filings are not relevant for minority investments. On Friday, 5 July 2019, the UK Competition and Markets Authority (CMA) announced that it had issued an order to hold separate to Amazon.com Inc and Roofoods Ltd (trading as Deliveroo). We understand that Amazon had made an investment for … Continue Reading

Foreign investment control extends in Germany

The German government’s decision to tighten regulation around foreign investment control in Germany means that acquisitions by foreign companies are facing much greater scrutiny. The government’s amendments to the Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung) means that the Federal Ministry for Economic Affairs and Energy will be able to inspect, and potentially prohibit, an acquisition … Continue Reading

FTC announces adjustments to 2019 HSR thresholds

On February 15, 2019, the Federal Trade Commission (FTC) announced the annual threshold adjustments for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (15 U.S.C. § 18a) (HSR). The new thresholds have increased the dollar amount required to trigger HSR notification for both the size-of-transaction test and the size-of-person test. Members … Continue Reading
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