US Obtains Largest Penalty For Evading HSR Premerger Notification Requirements

The Federal Trade Commission (FTC) and the Antitrust Division of the US Department of Justice (DOJ) cracked down on a recent transaction which was structured in such a way as to avoid the “size of transaction” filing threshold under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act). The resulting $12 million penalty¹ serves as a fresh reminder that M&A parties may not intentionally split or structure transactions to evade HSR Act requirements.

What you need to know

• HSR filing obligations cannot be avoided through improper deal structuring. The FTC and DOJ alleged that Edwards Lifesciences Corp. (Edwards) and Genesis MedTech Group Limited (Genesis) intentionally structured the purchase price for medical device maker JC Medical to avoid exceeding the HSR Act’s “size of transaction” threshold.