Antitrust Law Daily Wrap Up, ACQUISITIONS & MERGERS NEWS: FTC releases FY2015 Hart Scott Rodino Premerger Notification Report, (Aug 1, 2016)

By Linda O’Brien, J.D., LL.M.

In fiscal year 2015, 1,801 transactions were reported to antitrust agencies under the HSR Act, representing an 8.3 percent increase from the 1,663 transactions reported in fiscal year 2014, according to the 38th Annual Hart-Scott-Rodino Report. The report, released today by the FTC and the Justice Department’s Antitrust Division, presents fiscal year 2015 data on the HSR Premerger Notification Program, which is key to alerting the agencies to transactions that may substantially lessen competition in violation of federal law.

The report summarizes the agencies’ merger enforcement activities, highlighting the 42 merger enforcement actions taken to preserve competition in diverse and important sectors of the economy, including consumer goods and services, pharmaceuticals, hospitals, high tech and industrial goods, and energy.

During fiscal year 2015, the FTC brought 22 merger enforcement challenges, including 17 in which it accepted consent orders for public comment, all of which resulted in final orders; two in which the transactions were abandoned or restructured as a result of antitrust concerns raised during the investigation; and three in which the Commission initiated administrative litigation.

Among the highlights of the report, in July 2015, the FTC successfully concluded its challenge of Sysco Corporation’s proposed $8.2 billion acquisition of the rival broadline foodservice distributor US Foods, Inc., when the parties abandoned their proposed merger after a district court granted the Commission’s request for a preliminary injunction. In September 2015, the Commission successfully concluded its challenge of Dollar Tree Inc.’s proposed $9.2 billion acquisition of rival discount store Family Dollar, by finalizing its order requiring a divestiture of 330 stores.

The report includes statistical tables profiling HSR filings and investigations during fiscal year 2015. Appendices provide a summary of transactions for the past 10 years, as well as the number of transactions reported and the number of filings received for each month during this time period.

According to the report, the FTC and the Antitrust Division continually review the impact of the premerger notification program on the business community and antitrust enforcement. As stated in previous annual reports, the HSR program ensures that the antitrust agencies review virtually every relatively large merger or acquisition that affects U.S. consumers prior to its consummation and provide an opportunity to challenge unlawful transactions before they occur.

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