Antitrust

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Last year we noted that U.S. antitrust enforcement was in a period of nearly unprecedented public attention and policy debate, and also that the Biden Administration seemed likely to launch significant new policy initiatives as the year progressed. …
Continue Reading 2023 Update: U.S. Antitrust Sets Sail into Uncharted Seas

Antitrust enforcement agencies have recently asserted that private equity firms deserve heightened scrutiny when engaging in corporate transactions. However, in the recent Change Healthcare decision, the Court found that a proposed divestiture to a private equity sponsor would adequately preserve competition. Rejecting the DOJ’s arguments to the contrary, the Court found that the sponsor’s “incentives…

On Tuesday, January 18th, FTC Chair Lina Khan and DOJ Antitrust Division Assistant Attorney General Jonathan Kanter held a joint press conference in which they announced ambitious plans to review and update the Merger Guidelines, targeting a release of new guidelines before the end of 2022. The most recent guidelines updates occurred after an 18-month…

We are pleased to announce the launch of Cleary Antitrust Watch, our new blog that provides updates and insights on global legal developments related to abuse, cartels, mergers & acquisitions, policy & procedure, private enforcement, State aid & subsidies, vertical agreements, and more.

We hope that you find the posts informative and will continue…

The EU merger control regime imposes strict limitations on the interactions between parties pending merger clearance, to ensure there is no premature implementation of the transaction.  Recent court decision has far-reaching consequences on drafting and negotiation of customary “interim covenants” in M&A agreements.

This alert memo discusses the principles established by the EU General Court…

Over the weekend, former Vice President Joseph R. Biden, Jr. was declared the winner of the U.S. presidential election. Although President Trump has yet to concede and press reports suggest he will continue to make his case in court, thoughts have turned to what the Biden administration will mean for federal regulation of business and finance.

In many ways, the future will depend on whether the centrist, coalition-building Biden of yesteryear will show up, or if he will embrace the more progressive wing of the Democratic party that has since grown in influence. Below we lay out our initial reactions on how the Biden presidency is likely to reshape the corporate landscape.
Continue Reading What to Expect From the Biden Administration

On September 3, 2020, the Antitrust Division of the DOJ issued a revised Policy Guide to Merger Remedies, following shortly after it announced a reorganization of its civil enforcement to create an Office of Decree Enforcement and Compliance.

The Policy Guide to Merger Remedies largely codifies a trend towards strengthening of the Division’s preference…

The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”.

Antitrust in the United States

Antitrust attracted significant popular and political attention in 2019: State and federal enforcers launched investigations into “Big Tech” platforms; some enforcers and 2020 Democratic presidential candidates expressed…

Last week, the Delaware Court of Chancery found that a target company in an agreed merger properly terminated the merger agreement following the passage of the specified “end date” where the buyer failed to exercise its right under the agreement to extend the end date.  See Vintage Rodeo Parent, LLC v. Rent-a-Center, Inc., C.A. No. 2018-0927-SG (Del. Ch. Mar. 14, 2019).  The decision is a stark reminder that courts will enforce the terms of a merger agreement as written, and that the failure to comply with seemingly ministerial formalities can have severe consequences.   …
Continue Reading Target’s Termination of Merger Agreement Approved Based on Plain Contract Language