Articles and Blogs

On March 24, 2020, the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) issued a joint statement offering an insight into the Agencies’ approach to the COVID-19 pandemic and how entities can engage in pro-competitive collaboration that does not violate the antitrust laws. While much of... READ MORE

In response to the spread of novel coronavirus (“COVID-19”), the Federal Trade Commission (the “FTC”) and the Department of Justice (the “DOJ”) have issued guidance on how COVID-19 will impact merger review and filings under the Hart-Scott Rodino (the “HSR”) Act. On March 13, 2020, the FTC and DOJ suspended the submission of hard... READ MORE

Supreme Court Agrees to Hear ACA Validity Case Today, the Supreme Court agreed to hear a third major Affordable Care Act (“ACA”) case. The Court will consider whether a legislative change to the ACA’s individual mandate rendered the landmark law unconstitutional. Learn more from a recent Hall Render article here. By granting petitions from... READ MORE

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”), as amended, requires all persons contemplating certain mergers or acquisitions that meet or exceed the jurisdictional thresholds (shown below) to file notification with the Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) Antitrust Division and to wait a period of time before consummating the transaction.... READ MORE

On January 10, 2020, the Federal Trade Commission (“FTC”) and Antitrust Division of the U.S. Department of Justice (“DOJ”) (collectively, the “Federal Antitrust Enforcers”) proposed their first new vertical merger guidelines (the “Draft Vertical Merger Guidelines”) in 36 years. The Draft Vertical Merger Guidelines, which will supersede and replace the 1984 DOJ “Non-Horizontal Merger... READ MORE

On July 11, 2019, the Antitrust Division of the DOJ (“Division”) announced a new initiative aimed at encouraging robust corporate antitrust compliance programs. The Division’s initiative incentivizes compliance programs by establishing that firms charged criminally for antitrust violations will be given credit in charging and sentencing recommendations if they have effective corporate antitrust compliance... READ MORE

On September 17, 2018, the U.S. Department of Justice (“DOJ”) approved the $52 billion vertical merger between health insurer Cigna Corp. (“Cigna”) and pharmacy benefit manager (“PBM”) Express Scripts. The Cigna-Express Scripts merger is just one in a string of recent health insurer/PBM acquisitions. For more on these transactions, click here. As the largest unaffiliated... READ MORE

Consistent with earlier policy announcements, on April 3, 2018, the Antitrust Division of the U.S. Department of Justice (“DOJ”) announced that it reached a settlement with Knorr-Bremse AG and Westinghouse Air Brake Technologies Corporation (“Wabtec”), two large rail equipment suppliers. The settlement resolves a lawsuit alleging the companies had maintained unlawful agreements not to... READ MORE

Last week, Cigna Corporation, the fifth largest health insurer in the country, and Express Scripts, the nation’s largest stand-alone pharmacy benefit manager (“PBM”), issued a statement outlining Cigna’s plans to acquire the PBM giant for $67 billion. This deal is just the latest example of a health insurer and PBM joining forces, coming just... READ MORE

As has been widely reported, on July 21, 2016, the Antitrust Division of the DOJ filed two separate complaints to block both Anthem’s acquisition of Cigna and Aetna’s acquisition of Humana, alleging both acquisitions violate the federal antitrust laws. In both cases, the parties have decided to fight the DOJ’s challenge. Originally, both cases were... READ MORE