The FTC’s Record $12 Million HSR Penalty: Deal Structuring, Avoidance, And The Line Between Them

Parties structure transactions with the HSR Act in mind all the time, and nothing in the Act requires them to make a deal reportable. What parties cannot do, in the FTC’s view, is disguise a reportable transaction as a non-reportable one. The FTC’s latest enforcement action – and the largest penalty in the HSR Act’s history – shows where the agency draws that line and what it now charges for crossing it.

On July 13, 2026, the FTC announced that Edwards Lifesciences and Genesis MedTech will pay penalties of $10 million and $2 million, respectively, to resolve allegations that they structured the acquisition to avoid HSR notification. The $12 million settlement is the largest penalty ever imposed for failing to make an HSR filing and observe the applicable waiting period.