John Ingrassia

The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As is our annual practice, this alert identifies the adjustments that are likely to be the most relevant to our clients, and reiterates important practice tips.

The Department of Justice has said that it will criminally investigate allegations that employers have agreed among themselves on employee compensation or not to solicit or hire the others' employees, potentially subjecting companies and individuals to criminal, felony charges on the basis that such agreements eliminate competition in the same irredeemable way as agreements to fix product prices or allocate customers.

Speaking Engagement

The FTC’s Premerger Notification Office has expanded the Hart-Scott-Rodino (HSR) reporting requirements for certain leveraged buyouts.

Hart-Scott-Rodino Reporting Requirements

The Federal Trade Commission's Premerger Notification Office has expanded the Hart-Scott-Rodino (HSR) reporting requirements for certain leveraged buyouts.

A Federal Appeals Court has sided with the FTC and preliminarily blocked the proposed merger of the largest hospitals in the Harrisburg, Pennsylvania area, and Penn State Hershey Medical Center and PinnacleHealth System.

Bloomberg BNA Webinar: What Works and Doesn’t Work in Merger Review: Current Best Practices to Follow and Pitfalls to Avoid

One-Two Punch on Hospital Challenges: Is the FTC Down for the Count?

When Passive Investors Take a Stand - HSR Act Enforcement Put to the Test

When Passive Investors Take a Stand – HSR Act Enforcement Put to the Test

Primary merger filing threshold raised from $76.3 million to $78.2 million

Antitrust Immunity to Healthcare Collaborations: The Interplay Between State and Federal Antitrust Enforcement Authority Live Webcast

The Federal Trade Commission, in its latest enforcement action relating to Hart-Scott-Rodino Act compliance, reminds investors that strict adherence to HSR filing requirements is a must, but also may have signaled that a long awaited new approach with respect to the passive investor exemption is again under consideration.

The Knowledge Congress Live Webcast Series
Speaker: John Ingrassia
Topic: Emerging Antitrust Issues: Exploring Non-Reportable Transactions in 2015 & Beyond

John R. Ingrassia of Proskauer Rose LLP to Speak at KG’s Emerging Antitrust Issues: Exploring Non-Reportable Transactions in 2015 & Beyond Live Webcast

To combat the time crunch of a second request, Kevin Clark of Compliance Discovery Solutions, Ignatius Grande of Hughes Hubbard & Reed, and John Ingrassia of Proskauer have a computer-assisted review workflow to ease the process and keep your transactions on track.

On June 9, 2015, the U.S. Court of Appeals for the D.C. Circuit, in its ruling in Pharm. Research & Mfrs. of Am. v. FTC, upheld the FTC’s expansion of HSR reporting requirements for pharmaceutical companies, and solidified the need for companies entering into licensing agreements in the industry to consider their HSR filing obligations and the implications for antitrust review.

What Works and What Doesn’t in Merger Review: Current Best Practices to Follow and Pitfalls to Avoid

ABA Section of Antitrust Law, Corporate Counseling Committee: May Antitrust Update for In-House Counsel
Speaker: John Ingrassia
Topic: Merger Review Updates – U.S. and Abroad

Time for an antitrust checkup: FTC announces 2015 thresholds under HSR Act and Clayton Act

Continued strong antitrust enforcement under the Hart-Scott-Rodino Act (HSR) reminds us that HSR compliance issues can arise in unexpected places.

Restraints of Trade and Dominance in the United States: Overview

The Federal Trade Commission's new antitrust thresholds tell us not only how the economy did last year and when to make premerger filings under the Hart-Scott-Rodino Act, but also when directorships may be illegal under Clayton Act Section 8. Now is the time to set aside dated opinions and guidance to avoid relying on old rules, says John Ingrassia of Proskauer Rose LLP.

Each year, the FTC adjusts the dollar thresholds that trigger the obligation to make HSR filings based on changes in the gross national product. The FTC has announced the new thresholds for 2014, and effective late February, 2014, the basic notification threshold will be adjusted upward from $70.9 million to $75.9 million.

John Ingrassia is a faculty panelist speaking in this 90-minute live webinar presented by the American Bar Association Section of Antitrust Law.

Antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR") is a fact of life that many dealmakers would happily do without. So, when a deal dies midstream few would opt to continue with the HSR process.

Each year, the FTC adjusts the dollar thresholds that trigger the obligation to make HSR filings based on changes in the gross national product. The FTC has announced the new thresholds for 2013, and effective February 11, 2013, the basic notification threshold will be adjusted upward from $68.2 million to $70.9 million.

e Department of Justice's ("DOJ") imposition of an $850,000 penalty against Biglari Holdings, Inc. for violating the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") illustrates both the agency's view of the limited scope of the passive investor exemption as well as their continued zeal for taking a hard line on HSR violations, even where it does not challenge the underlying bona fides of a transaction. HSR enforcement in recent years has included actions not only for… Show more

e Department of Justice's ("DOJ") imposition of an $850,000 penalty against Biglari Holdings, Inc. for violating the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") illustrates both the agency's view of the limited scope of the passive investor exemption as well as their continued zeal for taking a hard line on HSR violations, even where it does not challenge the underlying bona fides of a transaction. HSR enforcement in recent years has included actions not only for failure to file, but also gun-jumping (or failure to properly observe a waiting period after filing) and defective filings for failure to submit required documents. Show less

Corporate and in-house counsel not accustomed to dealing with white collar defense issues can put themselves and their clients at risk when dealing with bad actors within the company. A routine merger investigation gone wrong reveals how this can happen and what to watch out for.