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Showing posts with the label FTC | Competition Matters.

FTC | Competition Matters | Avoiding antitrust pitfalls during pre-merger negotiations and due diligence on March 20, 2018.

ftc.gov Avoiding antitrust pitfalls during pre-merger negotiations and due diligence Holly Vedova, Keitha Clopper, and Clarke Edwards, Bureau of CompetitionMar 20, 2018 Most antitrust practitioners are attuned to advising clients about the antitrust risk that a proposed acquisition may violate Section 7 of the Clayton Act. But counsel and clients must also be conscious of the risks of sharing information with a competitor before and during merger negotiations—a concern that remains until the merger closes. Companies considering acquisitions, mergers, or joint ventures typically have a legitimate need to access detailed information about the other party’s business in order to negotiate the deal and implement the merger. But some information of interest may be competitively sensitive, such as current and future price information, strategic plans, and costs. This is especially true if the companies compete with one another. For prospective transactions inv

FTC | Competition Matters - February 23, 2017: To Know Where You are Going Look where You Are

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FTC | Competition Matters, by The Premerger Notification Office Staff, Burreau of Competition - September 1, 2016: New and improved HSR Form Instructions – plus filing by DVD

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By the Premerger Notification Office Staff, Bureau of Competition September 1, 2016   On August 26, 2016, the FTC, with the concurrence of the Antitrust Division of the Department of Justice, took steps to make the process of completing and submitting Hart-Scott-Rodino premerger notification filings easier . The effective date of the new rules is today, September 1, 2016 .

FTC | Competition Matters: January 8, 2015: How to avoid common HSR filing mistakes with Item 4(c) and 4(d) document.

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How to avoid common HSR filing mistakes with Item 4(c) and 4(d) documents By Premerger Notification Staff, Bureau of Competition January 8, 2015 The PNO handles Hart-Scott-Rodino Premerger Notification Filings for well over a thousand transactions each year. When you submit an HSR Form with all of the required information, the PNO can quickly review the filing, and if necessary, forward it to the investigative staff who will focus on determining whether the acquisition presents competitive issues that warrant further review. But when filings contain mistakes, the PNO review process can get bogged down.  In the worst case, mistakes can lead us to “bounce” a filing for deficiencies, and the initial HSR waiting period will not restart until they are fixed. Often, these deficiencies are easy to avoid. To help you avoid the most common filing mistakes (and avoid having a filing bounced), we have put together some basic tips. Our first post covered  mistakes on affidavits and n

FTC | Competition Matters - July 17, 2014: Putting the “mod” in order modification.

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Putting the “mod” in order modification By Kenneth Libby, Bureau of Competition July 17, 2014 Back in 1998, the must-have toy was a Furby, and if you were a parent with a kid of a certain age, you had to find one. In those days, Toys “R” Us was the nation’s largest toy retailer, and the company attracted antitrust attention when it announced that it would stop carrying toys made by any manufacturer that sold the same toys to discount club stores, such as Costco. That policy would have prevented nearby club stores from carrying the same Furby sold at Toys “R” Us (creating problems for that parent hoping to avoid a toddler meltdown). After a long trial, the FTC proved that the toy retailer had illegally conspired with toy manufacturers to prevent them from selling certain toys to club stores. The FTC found that Toys “R” Us had market power in the toy industry as both a buyer and seller of toys, and that it had used its market power

FTC | Competition Matters June 13, 2014: Generic drug firms deter entry by lowering price.

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Generic drug firms deter entry by lowering price By Steven Tenn and Brett Wendling, Bureau of Economics June 13, 2014. In a recently published  article , we discuss our finding that generic drug companies successfully use low-pricing strategies to discourage entry by new competitors in certain circumstances. We identify the effect of potential competition using a unique feature of a federal law that regulates drug competition, commonly referred to as the “Hatch-Waxman Act.” Under certain conditions, Hatch-Waxman awards 180 days of marketing exclusivity to the first generic firm filing for FDA approval, temporarily protecting the FDA-designated incumbent from entry by other generic competitors. We compare generic drug prices in the exclusivity period to generic drug prices in the following period, when Hatch-Waxman no longer prohibits entry. The analysis controls for other factors that vary between the two periods, including the number of actual competitors. Because the rem

FTC | Competition Matters - May 21, 2014: Merger review by the numbers.

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Merger review by the numbers By Jeanine Balbach, Bureau of Competition May 21, 2014   Today the FTC and DOJ released the  36th Annual Hart-Scott-Rodino Report , a document full of interesting data about federal merger review. The report covers transactions in which the merging parties filed HSR notification between Oct. 1, 2012 to Sept. 30, 2013, and federal merger enforcement actions during the same time period. Here are some notable numbers from the report: 1,326  transactions reported under the HSR Act in FY 2013, down slightly from 1,429 transactions the year before. 1,286  adjusted transactions, that is, those acquisitions for which the agencies could request additional information. When FTC staff talk about merger enforcement activity, we typically refer to adjusted transactions because this number excludes transactions that are not subject to the merger review procedures contained in the HSR Act. Adjusted transactions exclude (1) incomplete filings, where only one

FTC | Competition Matters Published on May 05, 2014: May management moves in BC.

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May management moves in BC By Debbie Feinstein, Director, Bureau of Competition May 5, 2014  Once again, I have the privilege of announcing that some incredibly talented lawyers in the Bureau have been promoted to management positions. The Anticompetitive Practices Division, which handles the Bureau’s enforcement efforts against anticompetitive conduct in industries other than health care, has two new Deputy Assistant Directors: Barbara Blank , who joined ACP in 2007, and has worked on a number of cases involving anticompetitive agreements as well as unilateral conduct. Her experience includes acting as lead staff attorney in the Commission’s investigation of Google’s search practices, and negotiating a settlement of  charges against the National Association of Music Merchants  involving improper information sharing by the trade association.  Mark Woodward , who came to the Commission in 2007 and moves to ACP from the Bureau’s Health Care Division. Mark has played

FTC | Competition Matters April 24, 2014:: Who decides how consumers should shop?

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Who decides how consumers should shop? By Andy Gavil, Debbie Feinstein, and Marty Gaynor April 24, 2014  Consumers once shopped predominantly at their local stores; but first mail order catalogs and today the Internet have created new ways to shop for and purchase a wide range of goods and services. Similarly, consumers once arranged for taxis by hailing one from a street corner or by calling a dispatcher; yet today, smartphones and new software applications are shaking up the transportation industry, creating new business opportunities and new services for consumers. In buying cars, however, these new ways to shop may not be available to consumers. For decades, local laws in many states have required consumers to purchase their cars solely from local, independent auto dealers. Removing these regulatory impediments may be essential to allow consumers access to new ways of shopping that have become available in many other industries. This very question has been raised acr

FTC | Competition Matters -April 21, 2014: Getting around town in the share economy.

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Getting around town in the share economy By Andy Gavil and Chris Grengs, Office of Policy Planning One of the most vibrant areas of recent economic development has been the “share economy.” Facilitated by popular smartphones and animated not only by economics, but also by many people’s interest in expanding social networks, peer-to-peer (P2P) software applications now facilitate services from shopping to local accommodations. These services typically involve the use of personal property. As a result, they have run into resistance from established commercial operations and in some instances local regulators. One prominent example of this clash of the old and new economy has been ridesharing, the latest evolution of the once ubiquitous college ride-board. Entrepreneurs have facilitated new forms of ridesharing that use Internet-based technology to connect customers with people interested in providing transportation with their own cars and allow for payment in a variety of way

FTC | Competition Matters - April 16, 2014: Promoting procedural fairness through the ICN.

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Promoting procedural fairness through the ICN By Paul O’Brien, Office of International Affairs April 16, 2014  Engagement in multilateral dialogue and consensus building is a cornerstone of the FTC’s international antitrust program, and our active involvement in the  International Competition Network  (ICN), a collaborative network of antitrust agencies from 111 jurisdictions around the world, is at the heart of this work. The FTC is a founding member of the ICN and serves on the ICN’s Steering Group. In past years, we have chaired the ICN’s work on merger notification and procedures as well as its initial work related to the analysis of unilateral conduct. In both instances, the FTC led ICN efforts to create international best practices on  merger notification rules  and the  assessment of dominance . Currently, I co-chair the Agency Effectiveness Working Group (AEWG), one of the ICN’s five substantive work streams. The AEWG is devoted to the study of agency strategy, planni

FTC | Competition Matters March 18, 2014:The PNO is Moving!

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The PNO is moving! By Premerger Notification Office Staff On April 28, the PNO will move to its new offices on the fifth floor of  Constitution Center , located at the corner of 7th and D Streets SW above the L’Enfant Plaza Metro Station. We hope to make this a seamless transition with no interruption in our ability to receive filings. We will continue to accept filings at the current location in the FTC HQ office on the third floor up until 5 p.m. on Friday, April 25, and reopen on the fifth floor of the Constitution Center at 8:30 a.m. on Monday, April 28. Of course, moving from our home of over 30 years will bring some changes. For instance, in anticipation of our move and starting immediately, the PNO asks that all parties submitting HSR filings use only letter-sized redwelds and folders. Due to storage space limitations at the new building, please do not use legal-sized redwelds or legal-sized file folders with your filing submission. There also will be new security

FTC | Competition Matters: Arbitration in the Google/MMI Order February 28, 2014.

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Arbitration in the Google/MMI Order By Peggy Bayer Femenella and Susan Huber, Bureau of Competition February 28, 2014 Last year the FTC negotiated a consent order with Google Inc. and its subsidiary Motorola Mobility (MMI) resolving charges that the companies engaged in unfair competition by violating the FRAND commitments for some of MMI’s standard-essential patents (SEPs). A key feature in the Commission’s Order is a requirement that Google offer potential licensees binding arbitration when negotiations over licensing SEPs break down. Since the settlement was finalized in July, we have participated in public events to discuss elements of the Commission’s order. Although the order is only binding on Google, there has been great interest in understanding the arbitration provision in  the Google/MMI Order  and how it works. As with all Commission orders involving anticompetitive conduct, the remedy is designed to stop the unfair conduct and prevent it from happening a

FTC | Competition Matters February 11, 2014: Inside the Antitrust Mailbox.

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Inside the Antitrust Mailbox By Alan Friedman, Bureau of Competition February 11, 2014 Every year, we receive thousands of emails, letters, and phone calls from businesses and consumers relating facts they believe present an antitrust concern. The Bureau welcomes inquiries from the public because a call or email can be the source of information that leads to an antitrust enforcement action to stop or prevent anticompetitive conduct. More generally, an important part of the FTC’s mission is to promote public understanding of the competitive process. So, in addition to our law enforcement duties, it’s our job to listen and to educate. Inside the Antitrust Mailbox  will be a recurring feature of our Competition Matters blog in which we’ll answer frequently asked questions from the emails, calls, and letters that we receive. The answers will point to cases and other FTC materials that explain which facts can make out an antitrust violation, or alternatively, why the conduct is