Days before President Trump’s inauguration, the Federal Trade Commission (FTC) and Antitrust Division of the U.S. Department of Justice (DOJ) replaced their Antitrust Guidance for Human Resources Professionals (“2016 Guidance”), which had been in place since 2016. The Antitrust Guidelines for Business Activities Affecting Workers covers similar ground as the prior guidance, but expands its
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FTC Secures Record Gun-Jumping Penalty in a Case with Several Lessons for Merging Parties
The Federal Trade Commission (FTC) secured a record consent penalty of $5.6 million against two merging parties on January 7, 2025 for improper pre-merger coordination, marking the agency’s first gun-jumping action in over a quarter century. Verdun Oil Company and XCL Resources Holdings had agreed to acquire EP Energy LLC in a transaction requiring prior…
SEC Enforcement Highlights for Fiscal Year 2024
On November 22, 2024, the Securities and Exchange Commission (the “SEC” or “Commission”) announced its enforcement results for the fiscal year (“FY”) 2024. Though the SEC filed only 583 total enforcement actions in FY 2024—a decline of 26% from the 784 enforcement actions filed in FY 2023—the Commission obtained a record-setting $8.2 billion in financial…
Texas Federal Court Strikes Down DOL Rule Increasing Salary Threshold for Overtime Exemptions
Today, in a highly anticipated decision, a Texas federal district court judge struck down the U.S. Department of Labor’s final regulation that increased the salary threshold for the “white collar” exemptions under the Fair Labor Standards Act (FLSA). The next salary threshold increase under the rule was scheduled to take effect on January 1, 2025.…
Takeaways from the Department of Justice’s November 2024 Corporate Compliance Program Guidelines
On November 12, 2024, the Antitrust Division of the United States Department of Justice (DOJ) published updated guidance for its Evaluation of Corporate Compliance Programs in Antitrust Investigations. First published in 2019, the DOJ has updated its guidance several times since. The guidance is intended to educate the public and to guide prosecutors in making…
New HSR Form to Take Effect February 10, 2025
On November 12, 2024, the Federal Trade Commission (“FTC”) published its Final Rule and Statement of Basis and Purpose amending the Premerger Notification and Report Form filed for transactions reported under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”).
Unless the Final Rule is delayed or rescinded by the FTC, the new…
FDIC Proposes Rule Amendments to Expand Its Role in Reviewing Depository Institution Holding Company Acquisitions
On July 30, 2024, the Federal Deposit Insurance Corporation (FDIC) proposed amendments to regulations under the Change in Bank Control Act of 1978 (the CBCA) that would subject certain acquisitions of holding companies of FDIC-supervised institutions to FDIC advance notice requirements. …
FTC Publishes Final Revisions to HSR Rules: A New Era of Regulatory Burden
On October 10, 2024, the Federal Trade Commission (“FTC”) released final revisions of the rules that govern filings under the Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act of 1976, as amended (the “Final Rules”). The Final Rules will take effect 90 days after they are ultimately published in the Federal Register.
The FTC scaled back or eliminated several…
California Governor Vetoes Bill that Proposed to Increase Regulation of Private Equity Investments in Health Care
On September 28, 2024, California governor Gavin Newsom vetoed AB 3129, a bill that, among other things, would have required private equity firms and hedge funds to provide 90 days’ prior written notice to, and for some transactions, obtain consent from, the state attorney general prior to proceeding with certain health care transactions.
In a…
FTC Bars Board Seat as Sole Condition of Merger Approval
The Federal Trade Commission (“FTC”) has filed a Complaint and a proposed Consent Order that would bar the CEO of oil company Hess from sitting on the Board of Chevron after the merger of the two companies. According to the Complaint filed in the matter on September 29, CEO John B. Hess has a long…