Tag Archives: mergers

DOJ Updates Criminal Division’s 2017 Guidance Emphasizing Proactive Compliance

On April 30, 2019, Assistant Attorney General Brian Benczkowski announced that the Department of Justice (“DOJ”) had published an updated version of the Criminal Division’s 2017 guidance publication “Evaluation of Corporate Compliance Programs.”  In making the announcement, Assistant Attorney General Benczkowski said the update was designed to “better harmonize the prior Fraud Section publication with other Department guidance and legal standards.”  He noted that DOJ also sought “to provide additional transparency in how [it] will analyze a company’s compliance program.”

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ILN Today Post

How to Avoid “Gun Jumping” in Corporate Transactions

Until closing, parties to a merger, acquisition, or similar transaction must remain independent competitors. Failure to do so is known as “gun jumping” and can be a simultaneous violation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) and Section 1 of the Sherman Act.

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FTC’s 2018 Congressional Budget: Continued Focus on Health Care Industry

The Federal Trade Commission’s (“FTC”) recently submitted Congressional Budget Justification and Annual Performance Plan and Report contains helpful insight into the FTC’s focus and expectations for the coming fiscal year.  Of particular note, is a slight shift of funds from activities designed to “protect consumers” to activities intended to “promote competition.”  High on the FTC’s list of actions designed to promote competition is continued scrutiny of the health care industry.  And to that end, the FTC reiterated its intention to, among other things:

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Merger Control Watch (16) MOFCOM Conditional Clearance on Wal-Mart – Yihaodian Merger

The 5th decision published in 2012 (A total of 16 merger review decisions were published since 2008), and first published case involving an instance of control “by way of contract or via other means” (Article 20(iii) of AML) through reference to the VIE structure More…

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China Merger Control Watch (15) MOFCOM Conditional Clearance of United Technologies – Goodrich Merger

On Friday, 15 June 2012, the Ministry of Commerce of China (MOFCOM) conditionally cleared United Technologies (UTC)’s $16.5 billion acquisition of Goodrich, which is the 7th decision published in the last 8 months (A total of 15 merger review decisions were published since 2008). Attached please find a bilingual version of the UTC – Goodrich decision prepared by Zhong Lun antitrust and competition team for your reference.

Below are some highlights: More…

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Ohio Supreme Court Holds That A Merger Triggers The Running Of A Noncompete Clock

The Ohio Supreme Court recently held that when a company that was the original party to a noncompete agreement merges in to another company, unless the noncompete agreement contained a “successors and assigns” clause, the merger is a termination of employment which triggers the running of the restrictive period in the noncompete.

In this decision, Acordia of Ohio, L.L.C. v. Fishel et al., employees of companies that later merged into another company signed two-year, post-employment noncompete agreements. These noncompetes did not contain language commonly found in noncompetes providing that the agreements could be assigned and/or would be carried over to a corporate successor. Rather, by their terms, the agreements were “between only the employees and the companies that hired them.” As such, the agreements “appl[ied] only to ‘the Company’ with which the employees agreed to avoid competing, not the company’s successors.”

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