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Antitrust / Competition

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In Antitrust / Competition

China’s new guidelines offer a prescriptive roadmap for horizontal merger review

by , , , , and 9 Mins Read

On 20 December 2024, China’s State Administration for Market Regulation (SAMR) officially released the final version of its Guidelines on the Review of Horizontal Mergers (the “Guidelines”), which came into effect on the same day. The Guidelines provide a comprehensive framework of the key regulatory considerations under China’s merger control regime, setting out potential competition law concerns arising from M&A transactions between actual or potential competitors, and outlining possible arguments to mitigate these concerns.

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In Antitrust / Competition

United States: Sweeping changes to the HSR form effective

by , , , and 2 Mins Read

The new premerger filing form and rules for complying with the Hart-Scott-Rodino Act (HSR Act) are now effective. While a legal challenge to the changes remains pending, any revisions or recissions by a federal court or the Trump Administration’s Federal Trade Commission or Antitrust Division leadership have not stopped today’s implementation.
As such, parties to all M&A transactions that require an HSR Act filing must use the new notification forms, which require the submission of substantially more information and documents. Parties should be prepared to spend additional time and to incur increased costs associated with HSR Act compliance.

In Antitrust / Competition

United Kingdom: New digital competition regime and changes to UK competition regime now in force

by , , , and 1 Min Read

Following the enactment of the Digital Markets, Competition & Consumer Act (DMCCA) in May 2024, the new UK digital markets competition regime and changes to the UK competition regime entered into force on 1 January 2025. This landmark legislation brings about significant changes to the UK antitrust regime including giving the Competition & Markets Authority the ability to regulate the technology sector, increased jurisdiction to review mergers, and stronger antitrust investigation powers.

In Employment

United States: DOJ & FTC ā€“ New Antitrust Guidelines for Labor Issued as Biden-Harris Administration Clocks Out

by , , and 7 Mins Read

On January 16, 2025, the Department of Justice and the Federal Trade Commission replaced the 2016 Antitrust Guidance for Human Resource Professionals. The new guidelines now titled, Antitrust Guidelines for Business Activities Affecting Workers, reaffirm the major points of the 2016 guidelines. Wage-fixing and no poach agreements remain illegal and sharing wage information may violate the antitrust laws. However, the new guidelines identify a slew of other agreements and practices that can violate antitrust laws, including franchisee agreements with employment restraints, non-compete clauses, overly broad non-disclosure agreements, and other employment restraints.

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In Antitrust / Competition

United States: DOJ & OSHA – NDAs Canā€™t Silence Whistleblowers

by , , , and 4 Mins Read

On January 14, 2025, the Department of Justice, Antitrust Division and Department of Labor, Occupational Safety and Health Administration issued a Joint Statement, asserting that non-disclosure agreements (NDAs) undermine whistleblower protection laws, including the Criminal Antitrust Anti-Retaliation Act (CAARA), when they deter or prevent an employee from coming forward. The Antitrust Division noted they are focused on allowing individuals to report antitrust violations without the fear of retaliation. The Joint Statement also warns against using NDAs as an improper shield to obstruct an investigation, which may result in separate federal criminal violations for companies.

In Antitrust / Competition

United States: 2025 HSR Notification thresholds announced

by , , , and 3 Mins Read

The Federal Trade Commission has just announced its annual adjustment to the notification thresholds that determine whether proposed transactions may trigger a filing obligation under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended. The corresponding adjustments to the HSR filing fee schedule also were included in the announcement. The adjusted notification thresholds and filing-fee schedule will apply to transactions that close on or after the effective date, which will be 30 days after publication in the Federal Register and no earlier than 12 February 2025.

In Antitrust / Competition

United States: FTC Imposes First ā€œGun-Jumpingā€ Penalty in 25 years, in a Record Amount.

by , and 5 Mins Read

The Federal Trade Commission brought its first gun-jumping action in decades against crude oil producers XCL Resources Holdings, LLC, Verdun Oil Company II LLC, and EP Energy LLC, imposing a civil penalty of USD 5.6 million. A ā€œgun-jumpingā€ violation occurs when a proposed buyer exerts control over the operations of the target business before the expiration of the relevant waiting period under the Hart-Scott-Rodino Act. This settlement represents the largest penalty ever imposed for a gun-jumping violation.

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In ESG

Canada: ADvantage ā€“ Shaping a Greener Future – Competition Bureau Publishes Draft Greenwashing Guidelines

by , and 1 Min Read

On 23 December 2024, Canadaā€™s Competition Bureau published draft guidelines concerning environmental claims and compliance with the Competition Act (the “Act”) for public consultation. Updated guidance on environmental claims has been much anticipated following recent amendments to the Act that explicitly prohibit greenwashing as a form of deceptive marketing.

In Antitrust / Competition

United States: DOJ and FTC Withdraw Competitor Collaboration Guidance over Two Republican FTC Commissioner Dissents

by , , and 6 Mins Read

On December 11, 2024, the US Department of Justice and the Federal Trade Commission announced the withdrawal of the 2000 Antitrust Guidelines for Collaborations Among Competitors. These guidelines outlined the agencies’ views on how competitor collaborations should be analyzed under the antitrust laws and provided “safety zones” for certain types of collaborations that the agencies stated would not be subject to challenge.
The FTC vote to withdraw the guidelines was 3-2, with the two Republican commissioners writing dissenting statements criticizing the FTC’s Democratic leadership for the timing of its decisionā€”noting the upcoming change of administration and the lack of action for the preceding ~four years.

In Antitrust / Competition

Australia: A new chapter for merger control

by , and 5 Mins Read

The Australian Parliament passed the Treasury Laws Amendment (Mergers and Acquisitions Reform) Bill 2024 without any amendments on 28 November 2024, marking a new chapter for merger control in Australia.
The merger laws are slated to come into effect on 1 January 2026 and will constitute a significant departure from the existing voluntary regime. Companies will need to take account of these changes for their acquisition strategies (including planning and execution) for both local and multi-jurisdictional deals over the next 12 months.

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