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Kirkland & Ellis Discusses the FTC’s Approach to Private-Equity Strategic Deals
In the last decade, private equity sponsors increasingly have pursued “strategic” deals — transactions combining two or more competitors. The U.S. Department of Justice Antitrust Division (DOJ) and the Federal Trade Commission (FTC) have actively enforced the antitrust merger laws …
Sullivan & Cromwell Discusses Antitrust Developments at Justice Department
On November 15, 2018, Assistant Attorney General Makan Delrahim delivered remarks at the American Bar Association Antitrust Section Fall Forum in which he discussed three recent settlements of ongoing civil and criminal investigations and highlighted efforts by the Antitrust Division …
Financial Misconduct and Strategic Corporate Disclosures
Financial misconduct can lead to significant financial and reputational penalties for a firm and its managers, including hefty fines from regulators and steep drops in stock price. In fact, recent research finds that firms accused of fraud lose an average …
Justice Department’s Antitrust Chief Talks Modernizing M&A Review
Good morning, and thank you for inviting me to speak here today. It is a pleasure to be at Georgetown University for this year’s Global Antitrust Enforcement Symposium.
Events like these, which bring competition enforcement officials together to speak with
Sullivan & Cromwell Discusses How FCPA Enforcement Will Affect M&A
During a speech delivered on July 25, 2018 at the American Conference Institute 9th Global Forum on Anti-Corruption Compliance in High Risk Markets, Deputy Assistant Attorney General Matthew Miner, who oversees the U.S. Department of Justice’s (“DOJ”) Fraud Section …
Gibson Dunn Offers Update on Corporate Non-Prosecution and Deferred Prosecution Agreements
This publication marks our tenth year tracking corporate non-prosecution agreements (“NPAs”) and deferred prosecution agreements (“DPAs”).[1] What a decade it has been. In our time analyzing and reporting on these resolutions, we have seen the pendulum swing from 22 …
Davis Polk Discusses Largest U.S. Antitrust Divestiture in Bayer-Monsanto Deal
On May 29, 2018, the Department of Justice announced the largest-ever antitrust divestiture in the U.S. in connection with Bayer’s takeover of Monsanto. In addition to being newsworthy in light of its sheer size (at approximately $9 billion), the remedy …
Financial Enforcement Actions and the Role of Whistleblowers
In our recent paper, we investigate the association between employee whistleblowers and outcomes of financial misrepresentation enforcement actions by the Securities and Exchange Commission (SEC) and Department of Justice (DOJ). We examine SEC and DOJ enforcement actions for financial misrepresentation …
Deputy AG Rod Rosenstein Rejects “Piling On” Companies in Enforcement Actions
I am very happy to be with you in Manhattan. You may have heard that I have been kind of busy in Washington.
After I speak with you this morning, I need to head across Times Square to participate in …
Paul Weiss Discusses DOJ’s Broad View of Private Equity Liability for Portfolio Company Conduct
In February, the U.S. Department of Justice intervened in United States ex rel. Medrano Diabetic Care RX, LLC, No. 15 Civ. 62617 (S.D. Fla.), a False Claims Act case involving alleged healthcare fraud. The complaint in intervention asserted claims …
Paul Weiss Reviews Economic Sanctions and Anti-Money Laundering Developments for 2017
Economic sanctions and anti-money laundering (“AML”) remain at the forefront of U.S. regulatory priorities. Indeed, in 2017, federal and state agencies imposed over $2.5 billion in penalties for sanctions/AML violations. And, despite its generally deregulatory agenda, the Trump administration has …
Wachtell Discusses What to Expect in White Collar and Regulatory Enforcement for 2018
In our memo last year, we acknowledged that it was close to impossible to predict the likely impact that the newly elected Trump administration would have on white-collar and regulatory enforcement. (White Collar and Regulatory Enforcement: What to Expect …
Ropes & Gray Discusses DOJ’s Plans for Indictments in No-Poach Investigations
Speaking at an antitrust conference on January 19, 2018, Makan Delrahim, the Assistant Attorney General for the Antitrust Division, stated that over the next few months DOJ will be announcing indictments charging criminal antitrust violations relating to no-poach agreements. DOJ’s …
Clifford Chance Discusses Post-Closing Antitrust Risks
Last month, the U.S. Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) each separately challenged recently closed transactions that they claim would harm competition in the US. The DOJ filed suit in relation to TransDigm Group’s recent acquisition of …
Deputy AG Rosenstein Talks New Rules Under Foreign Corrupt Practices Act
It is a pleasure for me to be here with so many compliance officers, lawyers, auditors, and corporate executives for ACI’s 34th annual conference on the Foreign Corrupt Practices Act.
I must admit that I was amused by a marketing …
Latham Offers Three Lessons from DOJ Lawsuit to Unwind Merger
On September 26, 2017, the US Department of Justice’s Antitrust Division (DOJ) sued to unwind Parker-Hannifin Corporation’s (Parker’s) consummated acquisition of CLARCOR Inc. (CLARCOR) on the ground the transaction created a monopoly in the US market for aviation fuel filtration …
Mandatory Arbitration Does Not Give Stockholders a Choice
An August 21 blog post, “Shareholders Deserve Right to Choose Mandatory Arbitration,” by Professor Hal S. Scott, argues that the introduction of mandatory arbitration clauses into corporate charters would be good for stockholders. Nothing could be further from the truth.…
Insider Trading: Personal Benefit Has No Place in Misappropriation Tipping Cases
The Supreme Court’s decision last December in Salman v. United States[1] settled important issues concerning Rule 10b-5’s reach over trades based on a tip of confidential material information. One important question, however, remains unanswered: In tipping cases based on …
Second Circuit Ruling on HSBC Deferred-Prosecution Agreement Suggests Judges Are Potted Plants
When then-Judge John Gleeson ruled in early 2016 that the public had a right to see a report by an independent monitor on how HBSC was faring since it entered into a controversial five-year deferred prosecution agreement, he noted that …