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| 1 | Antitrust Compliance Toolkit Resources to conduct an antitrust audit and implement a compliance program. | Practice Note: Overview | Maintained |
| 2 | Corporate Transactions and Merger Control: Overview Mergers, acquisitions and joint ventures that affect commerce in the US must comply with merger control procedures under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) and other antitrust laws. Whether or not a transaction triggers a filing under the HSR Act, the US antitrust agencies may review a transaction's competitive effects even after a transaction closes. This Note looks at the practical issues that an antitrust attorney may have to consider during a corporate transaction with effects in the US. | Practice Note: Overview | Maintained |
| 3 | EU competition law: overview The overview provides a route-map guide to the EU competition law regime. It outlines the key legal, procedural and practical aspects likely to be encountered when confronting a competition law problem. You should read this at the start of any transaction or specific research, to give you a broad overview of the main points that are likely to arise. | Practice Note: Overview | Maintained |
| 4 | Hart-Scott-Rodino Act Toolkit This Toolkit includes resources that help identify transactions that require premerger notification under the HSR Act, set out the thresholds that trigger notification, instruct on how to complete the HSR form and explain how to proceed through the filing process. | Practice Note: Overview | Maintained |
| 5 | Hart-Scott-Rodino Act: Overview This Note provides an overview of the reporting requirements which apply to certain mergers and acquisitions under the Hart-Scott-Rodino (HSR) Act. It first considers the types of transactions that require notification and the thresholds that apply. It then summarizes the procedural processes connected with making a merger filing with the US federal antitrust agencies. | Practice Note: Overview | Maintained |
| 6 | Robinson-Patman Act: Overview An overview of the Robinson-Patman Act (15 U.S.C. § 13(a) –13(f)), including the elements and types of competitive harm that a plaintiff must prove to bring a claim under the Act. This Note also discusses certain potential defenses available to parties accused of violating the Robinson-Patman Act. | Practice Note: Overview | Maintained |
| 7 | Section 2 of the Sherman Act: Overview This Note provides an overview of federal antitrust law regarding monopoly conduct. In particular, this Note discusses the offenses under Section 2 of the Sherman Act, including monopolization, attempted monopolization and conspiracy to monopolize. | Practice Note: Overview | Maintained |
| 8 | US Antitrust Laws: Overview This Practice Note provides an overview and introduction to the main statutory provisions in the US, the US antitrust regulatory structure, the role of private antitrust enforcement and certain key concepts relevant to the application of US antitrust law. Antitrust analysis is highly fact specific and, while providing a useful starting point, the principles outlined in this Note are necessarily general in nature and do not address any of the subject matters discussed in detail. | Practice Note: Overview | Maintained |
| 9 | Competition: international joint ventures Analysis of key competition issues to be considered on an international joint venture. The main focus is on EU and US antitrust laws. Use the drop down menu to include specific information (updated periodically) on issues in Australia, Canada, China, France, Germany, India, Italy, Mexico, The Netherlands, Russia, Singapore, UK and US. Alternatively, see the related content links for notes on competition law issues in those countries. | Practice Note: Overview | 08-Feb-2013 |
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| 1 | Analyzing Restraints of Trade under the Rule of Reason This Practice Note examines how courts apply the rule of reason when determining if a restraint of trade is unreasonable under Section 1 of the Sherman Act. This Note covers both horizontal restraints and vertical restraints. It also explores defining a relevant market, the possession of market power, and balancing procompetitive justifications against anticompetitive effects. Finally, this Note discusses a quick-look application of the rule of reason. | Practice Notes | Maintained |
| 2 | Analyzing a Relevant Market in Horizontal Mergers This Note explains the significance of market definition in a merger between competitors, also known as a horizontal merger. It discusses how the antitrust agencies and the courts analyze a relevant product and geographic market in a horizontal merger under the 2010 Horizontal Merger Guidelines. It provides practical advice on how to define relevant markets and sets out how to use market definition to further analyze the potential effects of a horizontal merger. | Practice Notes | Maintained |
| 3 | Antitrust Compliance Programs This Note outlines the key issues related to creating and maintaining an antitrust compliance program. | Practice Notes | Maintained |
| 4 | Antitrust Enforcement Actions: Gun-jumping This Practice Note discusses the antitrust agencies' enforcement actions against transacting parties engaging in conduct before closing that violates the Hart-Scott-Rodino (HSR) Act and other antitrust laws, known as gun-jumping. Gun-jumping violations include the transfer of beneficial ownership of the assets or equity to be acquired before closing as well as other illegal pre-closing conduct. | Practice Notes | Maintained |
| 5 | Antitrust Risks in Standard-Setting Organizations This Practice Note provides an overview of the key antitrust issues raised by participation in an SSO and licensing of standard-essential patents (SEPs). | Practice Notes | Maintained |
| 6 | Antitrust Standing of Private Plaintiffs This Note discusses the threshold requirement that private plaintiffs have antitrust standing to sue for violations of the antitrust laws. In particular, this Note explains the test for antitrust injury and other factors used to determine whether a private individual or entity is an appropriate plaintiff to sue for damages or injunctive relief under the Clayton Act. | Practice Notes | Maintained |
| 7 | Associate Rules: Hart-Scott-Rodino This Note explains the associate rules under the Hart-Scott-Rodino (HSR) Act, including discussing the definition of the term associate and how to identify the acquiring person's associates. It also sets out how to make the disclosures required by the associate rules by explaining how to determine reportable associate overlaps and minority holdings of associates and how to report them on the HSR form. | Practice Notes | Maintained |
| 8 | Bank Mergers and Acquisitions This Note discusses the regulatory and antitrust aspects of mergers and acquisitions (M&A) in the banking industry. It analyzes the various statutes covering bank M&A transactions and the regulatory agencies responsible for approving them. It includes a full discussion of the factors taken into consideration (including anti-competitive and other banking-specific factors) when applying for approval of a bank M&A transaction. | Practice Notes | Maintained |
| 9 | Competitor Collaborations in the US This Note examines the ways in which companies can comply with US antitrust laws while engaging in joint activities with their competitors. It considers the application of US antitrust law to collaborative joint ventures, to trade association activities and to information exchanges between market participants. | Practice Notes | Maintained |
| 10 | Considerations and Strategies in Non-HSR Reportable ... A Practice Note discussing transactions that are not reportable under the Hart-Scott-Rodino (HSR) Act. Merger enforcement of consummated deals continues to increase but it is difficult to focus clients on antitrust risks of deals that are not reportable under the HSR Act. This Note offers both client management suggestions and strategies for dealing with non-HSR reportable transactions. | Practice Notes | Maintained |
| 11 | Cooperating with Competitors: Business Briefing A template briefing for in-house counsel to give business executives on the dangers of cooperating with competitors. Click here to download in Microsoft Word. | Practice Notes | Maintained |
| 12 | Criminal Antitrust Enforcement in the US This Practice Note provides an overview of the legislation and policies relevant to criminal antitrust enforcement in the US, and discusses practical issues facing a company that discovers it is the potential target of a criminal investigation. Among other things, the Note addresses the potential criminal penalties for antitrust violations, and outlines the Department of Justice Antitrust Division's leniency program, by which companies and individuals can receive amnesty from criminal prosecution by reporting illegal antitrust activity and cooperating with the government's investigation. | Practice Notes | Maintained |
| 13 | Customer Loyalty Programs in the US This Practice Note surveys the relevant US antitrust law and discusses current issues surrounding its application to customer loyalty programs including bundling, rebates or exclusive dealing arrangements. | Practice Notes | Maintained |
| 14 | DOJ and FTC Antitrust Investigations This Note outlines the course of antitrust investigations conducted by the Department of Justice and the Federal Trade Commission before they start enforcement proceedings. | Practice Notes | Maintained |
| 15 | Determining Hart-Scott-Rodino Applicability This Note explains how to determine whether a transaction is reportable under the Hart-Scott-Rodino Act. It sets out the HSR threshold levels and explains how to determine whether a transaction meets the size-of-person and size-of-transaction tests. This Note also offers guidance on applying aggregation principles under the HSR rules and describes certain potentially reportable transactions that may be easily overlooked, such as back-end and secondary acquisitions. | Practice Notes | Maintained |
| 16 | Exclusive Dealing Arrangements This Practice Note covers exclusive dealing arrangements between manufacturers or suppliers and distributors, retailers and end users. It discusses the applicability of Sections 1 and 2 of the Sherman Act, Section 3 of the Clayton Act and Section 5 of the FTC Act to exclusive dealing. This Note also discusses partial exclusive dealing arrangements and offers counseling tips on exclusive dealing. | Practice Notes | Maintained |
| 17 | Foreign Trade Antitrust Improvements Act (FTAIA) This Note covers the Foreign Trade Antitrust Improvements Act (FTAIA). It discusses statutory interpretation and jurisdictional limits on US antitrust enforcement, as well as key cases. | Practice Notes | Maintained |
| 18 | HSR Act Violations: Avoidance of the HSR Act This Practice Note discusses violations of the Hart-Scott-Rodino (HSR) Act through use of transaction structures or other devices to avoid the HSR Act, called Rule 801.90 violations. | Practice Notes | Maintained |
| 19 | HSR Act Violations: Failure to File Item 4(c) Documents This Note discusses violations of the Hart-Scott-Rodino Act for failure to submit documents that were responsive to Item 4(c) of the HSR form. | Practice Notes | Maintained |
| 20 | HSR Act: Exemptions This Note discusses the exemptions available to transacting parties under the Hart-Scott-Rodino (HSR) Act and regulations. Some exemptions are specific to the type of acquisition (such as voting securities, assets or non-corporate interests), while others are generally applicable to all types of transactions. | Practice Notes | Maintained |
| 21 | HSR Form: Item 4(c) and 4(d) Documents This Note discusses ways to counsel clients on the creation of 4(c) and 4(d) documents submitted to the FTC and DOJ for their review during the Hart-Scott-Rodino (HSR) merger review process. It also explains the significance of 4(c) and 4(d) documents and the potential liabilities for not filing all of these documents. Additionally, this Note provides strategies for searching for, selecting and preparing 4(c) and 4(d) documents for filing with the HSR form. | Practice Notes | Maintained |
| 22 | HSR Form: Item 5 This Note discusses Item 5 of the Hart-Scott-Rodino Act Notification and Report Form (HSR form), including the scope of Items 5(a) and 5(b) and how to complete each item. It also discusses how to update Item 5. Item 5 is the most common deficiency in HSR forms, likely because of its complexity. | Practice Notes | Maintained |
| 23 | HSR Informal Interpretations: 4(c) Documents A compilation of the Federal Trade Commission Premerger Notification Office's (PNO) informal staff opinions since 2011 relating to Hart-Scott-Rodino (HSR) form Item 4(c). | Practice Notes | Maintained |
| 24 | HSR Informal Interpretations: 4(d) Documents A compilation of the Federal Trade Commission Premerger Notification Office's (PNO) informal staff opinions since 2011 relating to Hart-Scott-Rodino (HSR) Form Item 4(d). | Practice Notes | Maintained |
| 25 | HSR Informal Interpretations: Aggregation Rules A compilation of the Federal Trade Commission's (FTC) Premerger Notification Office's (PNO) informal staff opinions since 2011 relating to Hart-Scott-Rodino (HSR) Rules 801.13, 801.14 and 801.15, updated quarterly. | Practice Notes | Maintained |
| 26 | HSR Informal Interpretations: Associate Rules A compilation of the Federal Trade Commission Premerger Notification Office's informal staff interpretations since 2011 relating to Hart-Scott-Rodino (HSR) Rule 801.1(d)(2), updated quarterly. | Practice Notes | Maintained |
| 27 | HSR Informal Interpretations: Item 5 A compilation of the Federal Trade Commission Premerger Notification Office's informal staff interpretations since 2011, relating to Item 5 of the Hart-Scott-Rodino (HSR) form, updated quarterly. | Practice Notes | Maintained |
| 28 | HSR Informal Interpretations: Rule 802.21 Exemption A compilation of the Federal Trade Commission Premerger Notification Office's (PNO) informal staff interpretations since 2011 relating to Hart-Scott-Rodino (HSR) Rule 802.21, updated quarterly. | Practice Notes | Maintained |
| 29 | HSR Informal Interpretations: Rule 802.4 Exemption A compilation of the Federal Trade Commission Premerger Notification Office's informal staff opinions since 2011 relating to Hart-Scott-Rodino (HSR) Rule 802.4. | Practice Notes | Maintained |
| 30 | HSR Informal Interpretations: Valuation Rule 801.10 A compilation of the Federal Trade Commission (FTC) Premerger Notification Office's (PNO) informal staff opinions since 2011 relating to Hart-Scott-Rodino (HSR) Rule 801.10 on valuing the size-of-transaction, updated quarterly. | Practice Notes | Maintained |
| 31 | How Antitrust Agencies Analyze M&A This Note provides an overview of how the US federal antitrust agencies analyze mergers, acquisitions and joint ventures. It principally considers the agencies' approach to analyzing transactions involving competitors, but it also looks briefly at particular considerations relating to other types of transactions. This Note reflects the release of the 2010 Horizontal Merger Guidelines. | Practice Notes | Maintained |
| 32 | How to conduct an HHI analysis This note provides guidance on how to conduct an analysis of market concentration using the Herfindahl-Hirschman Index and briefly explains its application. | Practice Notes | Maintained |
| 33 | Information Exchange and Integration Planning in M&A ... This Note summarizes the antitrust issues surrounding the exchange of information between parties during due diligence and the negotiation of a merger, acquisition or joint venture. It also highlights issues to consider in planning the integration of merging companies. | Practice Notes | Maintained |
| 34 | Leniency Program for Antitrust Violations An outline of the US Department of Justice's leniency program for antitrust violations. Under this program, companies and individuals can receive amnesty from criminal prosecution of antitrust offenses by reporting illegal activity and cooperating with the government's investigation. | Practice Notes | Maintained |
| 35 | Merger Remedies This Note provides an overview of the types of remedies the federal antitrust agencies use to preserve competition post-merger, specific remedy provisions and how the agencies and the merging parties negotiate the remedies. | Practice Notes | Maintained |
| 36 | Most Favored Nation Clauses This Practice Note surveys the relevant antitrust statutes and recent enforcement actions involving most favored nation clauses (MFNs). It also offers practical tips for counsel analyzing an MFN under the antitrust laws. | Practice Notes | Maintained |
| 37 | Patent and Technological Tying in the US This Practice Note provides a brief overview of the US antitrust law relating to tying practices, with a particular emphasis on patent and technological tying arrangements and recent developments in these areas. | Practice Notes | Maintained |
| 38 | Preparing the HSR Form for Associates: Items 6 and 7 This Practice Note explains how to prepare Items 6 and 7 of the Hart-Scott-Rodino Act Notification and Report Form on behalf of a buyer who must report a transaction under the Hart-Scott-Rodino (HSR) Act. This Note should be used only by buyers who have associates, as defined by the HSR rules. | Practice Notes | Maintained |
| 39 | Preparing the HSR Form: Buyer This Practice Note explains how to prepare a Hart-Scott-Rodino Act (HSR Act) Notification and Report Form (HSR form) on behalf of a buyer who must report a transaction under the HSR Act. | Practice Notes | Maintained |
| 40 | Preparing the HSR Form: Seller This Practice Note explains how to prepare a Hart-Scott-Rodino Act (HSR Act) Notification and Report Form (HSR form) on behalf of a seller who must report a transaction under the HSR Act. | Practice Notes | Maintained |
| 41 | Private Antitrust Actions This Practice Note provides an overview of key issues related to private enforcement of antitrust laws in the US, including the statutory basis for antitrust remedies, standing requirements and recent changes in the standards for motions to dismiss. | Practice Notes | Maintained |
| 42 | Raising Antitrust Merger Challenges: Third-Party Strategies Customers, competitors and other third parties opposed to a potential transaction in their industry can take proactive steps to challenge the transaction, such as encouraging the investigating federal antitrust agency to block it, filing a private civil suit or even lobbying Congress. | Practice Notes | Maintained |
| 43 | Reverse Break-up Fees and Specific Performance A description of the remedies commonly available to a seller when an acquisition fails to close because of the buyer's breach or because of a financing failure. In particular, this Note describes the purposes, legal and business considerations of reverse break-up fees and specific performance. | Practice Notes | Maintained |
| 44 | Transactions and practices: EU Mergers & acquisitions The European Commission has power under the EU Merger Regulation to vet major cross-border mergers and acquisitions, and to prohibit them when they are incompatible with the internal market. This Practice note considers the scope and application of the Merger Regulation in relation to mergers and acquisitions. (Joint ventures are considered separately in the Practice note, EUJoint ventures). | Practice Notes | Maintained |
| 45 | Transactions and practices: International merger notification The wide geographical scope of international merger and acquisition activity often means that the competition law aspects of such transactions will be considered by a large number of different regulators. Identification of jurisdictions where filings are required and of the key strategic steps to be taken is essential.This Practice note gives practical guidance on the effective management of international competition issues. | Practice Notes | Maintained |
| 46 | Vertical Price Restraints in the US This Practice Note discusses the application of US antitrust law to vertical price-related agreements between a supplier and its customers. It considers the law governing minimum and maximum resale price maintenance and provides practical guidance for avoiding unnecessary antitrust risks in implementing vertical price-related arrangements. | Practice Notes | Maintained |
| 47 | What's Market: Reverse Break-up Fees for Antitrust Failure A discussion of reverse break-up fees for antitrust failure negotiated in acquisitions of US public companies, including links to PLC What's Market summaries of recent public merger agreements. This Note will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 48 | What's Market: Employee Provisions in Merger Consent ... A discussion of employee provisions in consent decrees settling federal antitrust investigations of mergers and acquisitions. This article includes links to PLC What's Market summaries of recent federal merger consent decrees. | Practice Notes | 20-Feb-2013 |