Antitrust regulators in both the US and the European Union (EU) are paying closer attention to deals that do not meet traditional notification thresholds for pre-closing review. This increased focus stems from concerns that certain transactions, such as ‘serial acquisitions’ (a string of smaller purchases by one buyer) and ‘killer acquisitions’ (where established firms buy nascent competitors), might be harming competition and innovation without adequate review. While this signals a more complex landscape, businesses can navigate these waters with informed strategies and proactive risk management.

The US approach: leveraging broad powers and new guidelines

In the US, the Department of Justice and Federal Trade Commission (FTC) are utilising their existing powers under the Clayton and Sherman Acts to scrutinise transactions that fall below the Hart-Scott-Rodino (HSR) Act’s reporting thresholds. The 2023 Merger Guidelines, which the new agency leadership has confirmed remain in effect, highlight this approach and apply to all mergers, irrespective of HSR reportability.

Baker Botts Partner Hugh Hollman shares his thoughts in this article published on Financier Worldwide.

For a complete copy of this article please click the title link below.

No Deal Too Small: Navigating US and EU Scrutiny of Below-Threshold Deals

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