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ARTICLE · 15 JANUARY 2014

Non-Reportable Mergers Under HSR Act Still At Risk For Antitrust Review

Mayer Brown
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Two recent cases involving the US Department of Justice, Antitrust Division demonstrate that the DOJ and the US Federal Trade Commission will review mergers that otherwise escape the agencies’ scrutiny by falling below the Hart-Scott-Rodino Act merger filing thresholds.

United StatesAntitrust/Competition Law
Richard Steuer
Richard Steuer
Meytal McCoy
Meytal McCoy
Matthew Tabas
Matthew Tabas
Scott Perlman
Scott Perlman
John Roberti
John Roberti
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Keywords: non-reportable mergers, HSR Act, antitrust review, DOJ, Bazaarvoice

Two recent cases involving the US Department of Justice, Antitrust Division (the DOJ) demonstrate that the DOJ and the US Federal Trade Commission (the FTC) will review mergers that otherwise escape the agencies' scrutiny by falling below the Hart-Scott-Rodino Act (HSR Act) merger filing thresholds. In each of these cases, Bazaarvoice and Heraeus, the DOJ challenged non-reportable consummated transactions, forcing a divestiture in one case and likely forcing a divestiture in another.

In U.S. v. Bazaarvoice, Inc., the DOJ opened an investigation two days after Bazaarvoice closed its June 2012 acquisition of PowerReviews. The transaction was not reportable under the HSR Act. Both Bazaarvoice and PowerReviews provide ratings and review platforms to companies involved in online commerce.

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