Apparently You Can Unscramble Eggs

In Canada, parties to a notifiable merger transaction are legally entitled to complete the transaction once the statutory waiting period has expired. This is the case even where the Competition Bureau has not yet completed its merger review. However, a recent decision by a U.S. court highlights the potentially significant antitrust risk that merger parties assume when they elect to close in these circumstances.

In late 2000, Chicago Bridge & Iron Company notified the U.S. Federal Trade Commission (FTC) that it proposed to acquire Pitt-Des Moines, Inc., a close competitor in the manufacture and sale of industrial storage tanks. Following expiry of the 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act – the U.S. equivalent of Canada's pre-merger notification regime – but before the transaction had been completed, the FTC advised the parties that it had begun a merger review.