Mergers & Acquisitions Archives - Page 29 of 48

U.S. Dept. of Justice and Germany’s FCO Permit Patent Acquisition With Modifications

by Emily Townsend | Apr 22, 2011 | DOJ Developments, German Developments, Mergers & Acquisitions

Yesterday, the U.S. Department of Justice announced that CPTN Holdings, LLC, a joint venture owned equally by Microsoft Corp., Apple, Inc. , Oracle Corp., and EMC Corp, has agreed to modify its agreement to acquire certain patents from Novell, Inc. in order to allay antitrust concerns raised by the transaction. The Department had expressed concerns that the original deal would threaten the ability of open source software to innovate and compete in critical software markets. The modifications to the deal will allow it to go forward, but the Department emphasized that it will continue to monitor distribution of the patents to ensure continued competition. The transaction also received antitrust clearance from Germany’s Federal Cartel Office. The German and American authorities cooperated closely on the matter, aided by waivers from the parties that allowed information sharing between the two agencies. Regulators are increasingly attuned to the effects of intellectual property transactions on competition.

For more information on the CPTN Holdings, LLC transaction, you may find the following links useful:

Department of Justice Press Release
https://www.justice.gov/atr/public/press_releases/2011/270086.htm

Law 360 article
https://www.law360.com/competition/articles/240355?utm_source=newsletter&utm_medium=email&utm_campaign=competition

FTC Dismisses Complaint in LabCorp

by Emily Townsend | Apr 22, 2011 | FTC Developments, Mergers & Acquisitions

by Stephen Wu

Earlier today, the FTC dismissed its complaint against LabCorp after failing to obtain a preliminary injunction in federal district court to prevent LabCorp from further integrating with WestCliff.

LabCorp had acquired WestCliff, a bankrupt lab services competitor in Southern California, in 2010, but the FTC chose to challenge the transaction in front of one of its administrative law judges and had sought a preliminary injunction from a federal district court to prevent LabCorp from integrating WestCliff pending the outcome of the administrative trial.

After losing its bid for a preliminary injunction at the district court, the FTC filed an emergency motion for an injunction pending an appeal that the Ninth Circuit Court of Appeals denied. This meant that LabCorp was free to integrate WestCliff pending the outcome of any appeal of the denial of the preliminary injunction or the FTC’s related administrative trial on the merits of the acquisition.

The FTC’s press release can be found at: https://www.ftc.gov/opa/2011/04/labcorp.shtm.

The Top Five (Avoidable) Antitrust Traps in M&A Transactions

by Emily Townsend | Feb 28, 2011 | DOJ Developments, FTC Developments, Mergers & Acquisitions

by Jon B. Dubrow, Joseph F. Winterscheid and Carla A. R. Hine

In M&A transactions, early involvement of antitrust counsel is essential to avoid unnecessary expense, delay and antitrust risks. Failure to involve antitrust counsel early on in the process may not only jeopardize the parties’ ability to obtain antitrust clearance, but it can also give rise to potential exposure for independent antitrust violations and deal risk. This article discusses five avoidable antitrust pitfalls to keep in mind early in any transaction planning process.

To read the full article, click here.

Market Definition Spurs District Court’s Decision Denying Product Ownership Challenge

by Emily Townsend | Sep 22, 2010 | FTC Developments, Mergers & Acquisitions

by Jon B. Dubrow, David Marx, Jr. and Rachael Lewis

The Federal District Court in Minnesota recently decided Ovation Pharmaceutical did not violate federal or state antitrust laws when it acquired Indocin IV and NeoProfen, the only two drugs approved for treatment of a specific heart condition that primarily affects premature babies, because the challengers failed to establish that the drugs were in the same product market. The decision raises significant issues to consider when evaluating antitrust risks in future transactions.

To read the full article, please visit: https://www.mwe.com/info/news/ots0910i.htm.

International News Issue 2 2010

by Emily Townsend | Jun 29, 2010 | Cartel Enforcement, Chinese Developments, Distribution/Franchising, EC Developments, German Developments, Healthcare Antitrust, IP Antitrust, Italian Developments, Joint Ventures/Competitor Collaboration, Mergers & Acquisitions, Monopolization/Abuse of Dominance, Private Litigation

McDermott Will & Emery’s International News, Issue 2, 2010, covers a range of legal developments of interest to those operating internationally. This issue focuses on Antitrust and Competition.

In this issue…

The full issue can be found at: https://www.mwe.com/info/news/int0210.htm.

Italian Merger Control Thresholds – New Revisions

by Emily Townsend | May 31, 2010 | Italian Developments, Mergers & Acquisitions

by Veronica Pinotti and Martino Sforza

The Italian Competition Authority has updated its merger control turnover thresholds. Effective as of 31 May 2010, Section 16(1) of Law no. 287 of 10 October 1990 requires prior notification of all mergers and acquisitions where either of the following conditions is fulfilled:

Aggregate turnover in Italy of all undertakings involved is above EUR 472 million (revised under the terms of the same Section 16(1))
Aggregate turnover in Italy of the target company is above EUR 47 million (as revised)

No notification is required if the target is a foreign company which did not generate any turnover in Italy in the last three years and is not expected to do so as a result of the transaction.

Italy’s merger control thresholds are adjusted annually to take into account increases in the GDP deflator index. The updated thresholds are published in the Competition Authority’s Bulletin once this increase in index is announced officially.

Italian Competition Authority Confirms 1.2 per cent Merger Control Filing Fee for 2010

by Emily Townsend | Dec 30, 2009 | Italian Developments, Mergers & Acquisitions

by Veronica Pinotti and Martino Sforza

The Italian Competition Authority announced today that the amount of its merger control filing fee will remain unchanged in 2010. The amount of the fee will therefore continue to be 1.2 per cent of the value of the notified transaction, in a range of EUR 3,000 to 60,000. For the purpose of the calculation of the filing fee, the value of the transaction is the agreed consideration. In the case of acquisitions of companies or parts of companies generating turnover outside of Italy, the value of the transaction is adjusted applying the correction factor given by the ratio between the domestic and worldwide turnover realized by the company which is to be acquired.

Italian Merger Control Thresholds – New Revisions

by Emily Townsend | Jul 27, 2009 | Italian Developments, Mergers & Acquisitions

by Veronica Pinotti and Martino Sforza

The Italian Competition Authority today updated its merger control turnover thresholds.

As of 27 July 2009, Section 16(1) of Law no. 287 of 10 October 1990, requires prior notification of all mergers and acquisitions involving the following:

aggregate turnover in Italy of all undertakings involved above EUR 461 million (revised under the terms of the same Section 16(1)); or
aggregate turnover in Italy of the target company above EUR 46 million (as revised)

No notification is required if the target is a foreign company, which did not generate any turnover in Italy in the last 3 years, and it is not expected to do so as a result of the transaction.

Thresholds are adjusted each year to take account of increases in the GDP deflator index. The resolution is published in the Authority’s Bulletin after the increase in the index has been officially announced (as to the thresholds in force, see the Authority’s resolution No.20074, published in Italian language in the Bulletin No. 27 of 27 July 2009).

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