antitrust

Confidential internal Google and Apple memos, buried within piles of court dockets and reviewed by PandoDaily, clearly show that what began as a secret cartel agreement between Apple’s Steve Jobs and Google’s Eric Schmidt to illegally fix the labor market for hi-tech workers, expanded within a few years to include companies ranging from Dell, IBM, eBay and Microsoft, to Comcast, Clear Channel, Dreamworks, and London-based public relations behemoth WPP. All told, the combined workforces of the companies involved totals well over a million employees.
Antitrust+?

Given my post last night, this will probably sound like piling on. But I’m sorry, it’s the first thing that comes to mind. I don’t see how it can’t.

How on Earth is Google going to avoid antitrust inquiries with their new Search+ features announced today? If Facebook, Twitter, etc, have any decent presence in DC, the ball began rolling a few hours ago.

This is the type of case that Senators die for. Google wrapped it in a bow and placed it in one of their laps.

Most of the broader antitrust concerns against Google are bullshit in my opinion. You can argue that they have a monopoly on search, but it’s a natural one. They’ve earned it. They’re simply better at search than their competitors. This has always been true. It remains true.

But when they use that natural monopoly to start pushing into other verticals, things get gray. Travel, restaurant reviews, etc, etc. We see more of it each year. 

But this, at first glance, seems decidedly worse. Google is using Search to propel their social network. They might say it’s “not a social network, it’s a part of Google”, but no one is going to buy that. They were late to the game in social and this is the best catchup strategy ever. 

Given that it’s opt-out, I’m just not sure that this is all that different from Microsoft bundling IE with Windows.

The fact that Google already has a counter argument says something as well. 

“Facebook and Twitter and other services, basically, their terms of service don’t allow us to crawl them deeply and store things. Google+ is the only [network] that provides such a persistent service,” Google Fellow Amit Singhal told Danny Sullivan. “Of course, going forward, if others were willing to change, we’d look at designing things to see how it would work,” he continued.

On the surface, this sounds like a fair point. But it’s hollow for two reasons.

First, it’s not gonna happen.

Second, those other companies can argue that it’s not in their best business interest to open that data. In effect, Google would be forcing them to hurt their business if they were to open the data up. The fact that Google previously had a deal for Twitter data (which expired) also will cast this argument in an interesting light.

I’m not saying that the Justice Department should look into this. I’m just saying that I think they will. I’m far from an expert on this, but I think anyone should be able to see how this is a very slippery slope for Google. And it’s surprising they would try this given the heat on them in other directions with regard to antitrust.

Google’s best hope here may be for Facebook to deepen its relationship with Microsoft for even more Bing social search features. Or to hope that Twitter does. But Bing is still far behind Google in search. That is unlikely to change. This is going to get interesting. 

Update: Sure enough, Alexander Macgillivray, Twitter’s general counsel who specializes in policy (and used to work for Google) has some interesting thoughts on this:

Bad day for the Internet. bit.ly/Am5bqz Having been there, I can imagine the dissension @Google to search being warped this way.

— Alex Macgillivray (@amac)

January 10, 2012

Update 2: Twitter responds to Antitrust+.

Update 3: And Google’s response to Twitter’s response.

Sprint’s antitrust pitch hedges against DoJ miss


By Reynolds Holding The author is a Reuters Breakingviews columnist. The opinions expressed are his own. Sprint’s antitrust pitch hedges against a swing and a miss by the U.S. Justice Department. The third-largest mobile operator has said it just wants to help the feds squelch AT&T’s $39 billion takeover of T-Mobile USA. But its separate lawsuit suggests a lack of confidence in Uncle Sam’s arguments. Though a court hearing on Monday showed the case faces hurdles, it may give Sprint insurance in case the government stumbles. Judges generally look askance at competitors’ suits to block mergers. Antitrust law doesn’t protect rivals from harmful competition, the Supreme Court has ruled, unless it’s clear their injuries would also damage consumers. Merely filing a suit can appear self-serving and undercut a company’s arguments, and legal fees are costly. That’s why most firms let the DoJ do the heavy lifting and cheer from the sidelines. Sprint, though, says stepping in frees it to make clearer legal points and give DoJ technical support about the industry. The latter may be harder to accomplish after a judge’s ruling on Monday denied the company access to AT&T documents already given to the government. Sprint also notes that the more lawsuits AT&T faces, the tougher a settlement — and consummation of the deal — will be. But court documents suggest another reason. Justice argues that the merger would cut competition, curb innovation and raise prices. Sprint, on the other hand, says the deal would block smaller rivals from offering cutting-edge handsets, reaching roaming agreements and accessing backhaul services, which tie a central network to remote sites. Both results could harm consumers. But the first might benefit Sprint if higher prices gave it a competitive edge. The second would limit its market. Antitrust-law experts critical of the DoJ‘s argument say Sprint’s is legally much stronger. They also say the stock market agrees. When the government announced its lawsuit on Aug. 31, Sprint’s stock jumped substantially. That’s a surprising reaction to a move that was intended to keep the mobile industry generally from boosting prices. Sprint says the government’s case is very strong. That the company felt compelled to make its own arguments in a rare lawsuit may be telling nonetheless. With AT&T’s play for T-Mobile threatening to create a wireless behemoth, there’s a lot at stake for Sprint. Little wonder that it wants to have its own say in court.


Antitrust in the New Gilded Age

We’re in a new gilded age of wealth and power similar to the first gilded age when the nation’s antitrust laws were enacted. Those laws should prevent or bust up concentrations of economic power that not only harm consumers but also undermine our democracy — such as the pending Comcast acquisition of Time-Warner. 

In 1890, when Republican Senator John Sherman of Ohio urged his congressional colleagues to act against the centralized industrial powers that threatened America, he did not distinguish between economic and political power because they were one and the same. The field of economics was then called “political economy,” and inordinate power could undermine both. “If we will not endure a king as a political power,” Sherman thundered, “we should not endure a king over the production, transportation, and sale of any of the necessaries of life.”

Shortly thereafter, the Sherman Antitrust Act was passed by the Senate 52 to 1, and moved quickly through the House without dissent. President Harrison signed it into law July 2, 1890.

In many respects America is back to the same giant concentrations of wealth and economic power that endangered democracy a century ago. The floodgates of big money have been opened even wider in the wake of the Supreme Court’s 2010 decision in “Citizen’s United vs. FEC” and its recent “McCutcheon" decision.

Seen in this light, Comcast’s proposed acquisition of Time-Warner for $45 billion is especially troublesome — and not just because it may be bad for consumers. Comcast is the nation’s biggest provider of cable television and high-speed Internet service; Time Warner is the second biggest.

Last week, Comcast’s executives descended on Washington to persuade regulators and elected officials that the combination will be good for consumers. They say it will allow Comcast to increase its investments in cable and high-speed Internet, and encourage rivals to do so as well. 

Opponents argue the combination will give consumers fewer choices, resulting in higher cable and Internet bills. And any company relying on Comcast’s pipes to get its content to consumers (think Netflix, Amazon, YouTube, or any distributor competing with Comcast’s own television network, NBCUniversal) also will have to pay more — charges that will also be passed on to consumers.

I think the opponents have the better argument. Internet service providers in America are already too concentrated, which is why Americans pay more for Internet access than the citizens of almost any other advanced nation. 

Some argue that the broadband market already has been carved up into a cartel, so blocking the acquisition would do little to bring down prices. One response would be for the Federal Communications Commission to declare broadband service a public utility and regulate prices. 

But Washington should also examine a larger question beyond whether the deal is good or bad for consumers: Is it good for our democracy?

We haven’t needed to ask this question for more than a century because America hasn’t experienced the present concentration of economic wealth and power in more than a century.

But were Senator John Sherman were alive today he’d note that Comcast is already is a huge political player, contributing $1,822,395 so far in the 2013-2014 election cycle, according to data collected by the Center for Responsive Politics — ranking it 18th of all 13,457 corporations and organizations that have donated to campaigns since the cycle began. 

Of that total, $1,346,410 has gone individual candidates, including John Boehner, Mitch McConnell, and Harry Reid; $323,000 to Leadership PACs; $278,235 to party organizations; and $261,250 to super PACs.

Last year, Comcast also spent $18,810,000 on lobbying, the seventh highest amount of any corporation or organization reporting lobbying expenditures, as required by law.

Comcast is also one of the nation’s biggest revolving doors. Of its 107 lobbyists, 86 worked in government before lobbying for Comcast. Its in-house lobbyists include several former chiefs of staff  to Senate and House Democrats and Republicans as well as a former commissioner of the Federal Communications Commission.

Nor is Time-Warner a slouch when it comes to political donations, lobbyists, and revolving doors. It also ranks near the top.

When any large corporation wields this degree of political influence it drowns out the voices of the rest of us, including small businesses. The danger is greater when such power is wielded by media giants because they can potentially control the marketplace of ideas on which a democracy is based.

When two such media giants merge, the threat is extreme. If film-makers, television producers, directors, and news organizations have to rely on Comcast to get their content to the public, Comcast is able to exercise a stranglehold on what Americans see and hear. 

Remember, this is occurring in America’s new gilded age — similar to the first one in which a young Teddy Roosevelt castigated the “malefactors of great wealth, who were “equally careless of the working men, whom they oppress, and of the State, whose existence they imperil.”

It’s that same equal carelessness toward average Americans and toward our democracy that ought to be of primary concern to us now. Big money that engulfs government makes government incapable of protecting the rest of us against the further depredations of big money.

After becoming President in 1901, Roosevelt used the Sherman Act against forty-five giant companies, including the giant Northern Securities Company that threatened to dominate transportation in the Northwest. William Howard Taft continued to use it, busting up the Standard Oil Trust in 1911. 

In this new gilded age, we should remind ourselves of a central guiding purpose of America’s original antitrust law, and use it no less boldly. 

youtube

Very well done.

MLB Faces Antitrust Suit Regarding Its TV Blackout Policies. May 12, 2012

I’m pasting some of this here in case the article “disappears” again:

Major League Baseball’s television blackout policies are the subject of a class action antitrust lawsuit that was filed on Wednesday in the Southern District of New York. The plaintiffs in Garber v. MLB allege that the league has violated Sections One and Two of the Sherman Act by unfairly restricting its fans’ ability to watch out-of-market broadcasts in two primary ways. First, through its MLB Extra Innings cable package and MLB.tv Internet package, MLB refuses to offer fans the ability to purchase just their favorite team’s games, instead requiring consumers to purchase a package including all out-of-market MLB broadcasts. Second, both the Extra Innings and MLB.tv packages blackout any games broadcast locally via a regional sports network (RSN), meaning that fans cannot use those packages to watch their local team play, but must instead purchase a cable subscription to watch the games on their local RSN. The complaint alleges that these exclusive broadcasting policies drive up subscription fees for all cable consumers by enabling the RSNs to charge monopoly prices for their highly desirable sports programming.

…Interestingly, the Garber suit does not name all 30 MLB teams as defendants, instead suing only the Chicago Cubs, Chicago White Sox, Colorado Rockies, New York Yankees, Oakland A’s, Philadelphia Phillies, Pittsburgh Pirates, San Francisco Giants, and Seattle Mariners, along with the Office of the Commissioner, MLB Advanced Media, DirecTV, Comcast, and various RSNs.

…It will also be interesting to see if the Garber lawsuit finally motivates MLB to update its antiquated television blackout policies. The rules have been frequently criticized by baseball fans, and can lead to absurd outcomes such as fans in Iowa being unable to watch any game involving the Twins, Royals, White Sox, Brewers, Cubs, or Cardinals on either the MLB Extra Innings or MLB.tv packages, even though in many cases none of those teams’ games are available from their local cable provider. MLB has reportedly been considering updating the rules for years, but has yet to act. Perhaps this threat to its cherished antitrust exemption, along with potential treble damages, will finally force the league to act.

Complete article in Sports Law Blog:

http://sports-law.blogspot.ca/2012/05/done-mlb-faces-antitrust-suit-regarding.html

Google Is "Surprised" That Twitter Is "Concerned"

Just to give everyone their fair airtime, here’s Google’s response to Twitter’s response to Google’s announcement about Search+. Naturally, this was posted to Google+:

We are a bit surprised by Twitter’s comments about Search plus Your World, because they chose not to renew their agreement with us last summer (http://goo.gl/chKwi), and since then we have observed their rel=nofollow instructions.

As far as I know, this is the first time that Google (or Twitter) has publicly given any details as to why the tweet search deal was not renewed — “they chose not to renew their agreement with us”, which reads suspiciously like “fuck you, Twitter”. 

I’ll ask Twitter to comment on Google’s response to Twitter’s response to Google.

[via Mathew Ingram on Twitter]

Doing Business in China: M&A Security Review, Competitive Influence, Counterfeits, Info Protection, and More

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For your reference, a roundup of recent China-related business updates and legal commentary, including analysis of two important sets of rules issued earlier this month by the Chinese Ministry of Commerce. From lawyers and law firms on JD Supra:

Provisions on the Implementation of the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors Took Effect on Sept. 1, 2011 (Davis Wright Tremaine LLP):

“On Sept. 1, 2011, one week after being released by the Ministry of Commerce (“MOFCOM”), the Provisions of the Ministry of Commerce on the Implementation of the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (“Security Review Provisions”) took effect.” Read more»

China Implements New Evaluating Competitive Influence Rules (McDermott Will & Emery):

“… the Ministry of Commerce (MOFCOM) of China released “Interim Measures on Evaluating Competitive Influence Caused by the Concentration of Business Operators” (Evaluating Rules)…  [W]hen evaluating the concentration’s possible negative impact on competition, MOFCOM will first examine whether the concentration will lead to or enhance a certain operator’s or a few operators’ ability to eliminate or restrict competition.” Read more»

Protecting Your Inventions in China — Considerations Related to Chinese Patent (Snell & Wilmer L.L.P.):

“The statistics concerning Chinese counterfeits are staggering. In 2010, illegal exports from China and Hong Kong accounted for 80 percent of all seizures at U.S. ports, with a total value of $1.1 billion. Further estimates provide that 20 percent of all consumed goods inside China are also counterfeit.” Read more»

Applications of China’s New Personal Information Protection Standards (McDermott Will & Emery):

“China’s Ministry of Industry and Information Technology recently released draft voluntary regulations intended to protect citizens against the misuse of personal information by Internet Information Service Providers. The Provisions represent China’s first regulations to explicitly address the issues of unfair competition on the internet and personal information protection.” Read more»

Insights on the Application of the Safe Harbor Rule in the PRC Internet Industry (Morrison & Foerster LLP):

“…U.S. courts have held that an ISP may be shielded from monetary damages for copyright infringement where the ISP is unaware of the infringing nature of the hosted content and moves expeditiously to remove or block access to such content upon becoming aware that it infringes the copyrights of others. This scenario is being repeated in China.” Read more»

Never Too Late: Leveraging the Chinese Economic Opportunity (Snell & Wilmer L.L.P.):

“United States companies may want to consider what impact the Chinese economic influence will have on future market demands and supply chain management. At some point, a United States business will likely interact with a Chinese-dominated company; and those businesses that develop a strategic approach are likely to be better positioned to take advantage of such opportunities.” Read more»

Medical Devices: An Introduction to the Regulatory Regime in China and Options for Foreign Investors in the Medical Device Sector (McDermott Will & Emery):

“The People’s Republic of China has probably already surpassed Japan to become the second largest medical device market in the world after the United States. It is estimated that the market for medical devices in China will shortly (if not already) account for more than 5 per cent of the world market for medical devices.” Read more»

China: Increasing Economic Immigration But Outdated Laws (Gary Chodorow):

“In addition to large flows of emigrants leaving China in search of opportunities elsewhere, a new trend of immigration to China is emerging. But China still doesn’t have the regulatory framework and administrative capacity suited to large-scale immigration.” Read more»

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Google forces review websites to provide their content for free to benefit Google’s own competing product… Google then gives its own product preferential treatment… Google will always present links to its own consumer review website in the most prominent position regardless of whether the algorithm has actually determined that it has the most relevant content.
—  Yelp CEO Jeremy Stoppelman’s written testimony to the Google anti trust hearing held by the Senate Judiciary Committee’s anti-trust subcommittee.
FTC staff preparing recommendation that the US sue Google for antitrust violations

The Federal Trade Commission, reports the New York Times, is raising the ante in its antitrust confrontation with Google as the agency’s staff is preparing a recommendation that the government sue the search giant.

The staff’s recommendation is contained in a draft memo that is being shared with the five FTC commissioners, two people familiar with the inquiry told the Times.

The memo is still being edited and changes could be made, but these are mostly fine-tuning and will not alter the conclusions reached after an investigation that began more than a year ago, said these people.

More from the Times here.

After listening to his answers, Senator Al Franken (D-Minnesota) stated, “I am skeptical of big companies that control both information and distribution to that information. Your incentives shift and people have reason to worry that you won’t play fair.” Noting a slight hesitation from Schmidt before answering a previous question about whether all of Google’s results reflect an unbiased algorithm, Franken railed against him, “We are trying to have hearing here about whether you favor your own stuff, and you admittedly don’t know the answer.”

One thing they could do is buy their way into Hollywood. Think about it for a second. Today, Apple could literally buy Time Warner ($38 billion market cap), Viacom ($29 billion), and Dreamworks ($1.6 billion) combined, and still have $30 billion left over. If it waits a few more quarters it could snap up News Corp ($49 billion) as well. Only Disney, which is worth $70 billion, would take a while longer to save up for.

But it is very unlikely Apple would just snap up all the major media companies. It would be a post-acquisition mess, not to mention the antitrust issues it would raise. No, all Apple needs to do is take a few billion dollars of that cash and start licensing the rights to stream first-run TV shows and movies. It could easily compete with cable. It needs to compete with cable if it truly wants to build a TV replacement.

Food for thought: When you have that much money on hand, you can actually think of crazy things like this. Actually, we have a better idea: Spend some of that money improving your factory standards, Apple.

Hart-Scott-Rodino Rules: DOJ And FTC Final Changes To Merger Reporting Form

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The Department of Justice and the Federal Trade Commission released their final changes to the Hart-Scott-Rodino reporting form on July 7, 2011. For your reference, here’s what leading law firms are saying about how those changes will affect merger reporting for your company: 

Antitrust Agencies Announce Final Changes to HSR Filing Form (Reed Smith):

“These changes include the elimination of several categories of information that have proved unnecessary in a preliminary merger review, such as requiring HSR filers to: (1) provide copies of documents filed with the Securities and Exchange Commission, (2) report economic code “base year” data, or (3) provide a detailed breakdown of the voting securities to be acquired.” Read on»

For Better or Worse? FTC and DOJ Remake Hart-Scott-Rodino Act Premerger Notification Form and Rules (Morgan Lewis):

“The Federal Trade Commission (FTC) and the Department of Justice (DOJ) recently modified the premerger notification form and rules for transactions reportable under the Hart-Scott-Rodino Act (HSR Act).… Almost every aspect of the form will be affected in some way. With the exceptions noted below, the changes will reduce the burden on filing parties, particularly for acquisitive clients such as private equity firms and certain strategic buyers.” Read on»

FTC, DOJ Announce Final HSR Rules Requiring Significant Additional Reporting Obligations, Including Expanded Scope of Document Production (Dechert LLP):

“… Parties are well advised to develop clear and consistent articulations of the procompetitive rationales for the transaction, the potential synergies and efficiencies that will result, and the key themes to be communicated to customers, employees, and the antitrust agencies before the HSR notification is filed.” Read on»

New Premerger Filing Form (Warner Norcross & Judd):

“… In some ways, the new premerger form is easier to complete than the old form. For example, the parties no longer need to reconstruct historic product-line revenues from a long-ago “base” year (like 2002), which was burdensome; instead, parties need only report their most recent product-line revenues. That change alone makes this new form a welcome improvement.” Read on»

FTC and DOJ, Your Least Favorite Marriage Counselors (Davis Wright Tremaine LLP):

“You and another company fall in love and now you want to make it official by merging. It’s like a big corporate romantic comedy starring Jennifer Aniston and…well…you. But before the big climactic kiss, the Federal Trade Commission (FTC) and the Antitrust Division of the U.S. Department of Justice (DOJ) jump in and say “Whoaaaaaa! Not-so-fast!” They can’t just let the kiss happen. You need to fill out some forms and get their approval first. And now, among other things, the forms have changed.” Read on»

DOJ & FTC Revise Premerger Filing Requirements (Venable LLP):

“…One of the major changes in the new rules is that they require information regarding “associated” entities - those that are commonly managed by the same business as the purchaser but which have been excluded from premerger filings until now because they are not considered controlled by the ultimate parent entity.” Read on»

Federal Trade Commission Announces Major Changes to Disclosure Requirements Under Hart-Scott-Rodino Antitrust Improvements Act (Womble Carlyle Sandridge & Rice PLLC):

“… Under the revised rules, acquiring parties must report information about associates’ significant minority holdings (defined as more than 5 percent, but less than 50 percent) in entities with revenues in North American Industry Classification System (NAICS) codes that overlap with the acquired business.” Read on»

FTC and DOJ Announce New HSR Form and Instructions (Davis Wright Tremaine LLP):

“… These revisions are part of the ongoing effort made by the FTC and the DOJ to eliminate unnecessary rules and alleviate burdensome reporting requirements, while providing enough information to the agencies to make such a competitive assessment. The new regulations will become effective 30 days from July 7, 2011.” Read on»

FTC and DOJ Announce New HSR Rules and Form (Ropes & Gray LLP):

“… The final rules – while narrowed significantly in scope from the proposed rules – will nevertheless create some increased burdens for filers who must produce additional documents and respond to questions about the holdings of entities under common management and foreign-manufactured products. The rules will, however, reduce the filing burden in other areas, eliminating the need for statistical base year revenue data and certain other items that filers have found difficult to obtain and that typically provide little value to the agencies.” Read on»

Significant Changes Announced to the Hart Scott Rodino Premerger Notification Program (Katten Muchin Rosenman LLP):

“… They will have a significant effect on private equity firms, hedge fund managers and other investment firms that manage investments in multiple funds or other investment vehicles. Other changes will affect all HSR filers by requiring them to include additional information in their HSR Premerger Notification and Report Forms.” Read on»

Hart-Scott-Rodino Overhaul (Loeb & Loeb LLP):

“The changes are the most comprehensive in HSR’s 33-year history. Several changes eliminate obsolete sections of the form, and the agencies responded to comments by carving back on some of the more extreme proposals. But several remaining changes raise HSR compliance burdens, increasing the cost and time needed to prepare filings, especially imposing new reporting obligations on private equity, other investment fund “families,” oil and gas master limited partnerships, or MLPs, and other partnerships or LLCs that are managed by another entity that does not control them.” Read on»

FTC Implements Major HSR Revisions (Michelle Taylon / K&L Gates):

“In the most significant revision to the Hart-Scott-Rodino (“HSR”) form and filing requirements since 2005, the FTC has announced new requirements for the information and documents required to be submitted by parties to certain mergers and acquisitions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”).” Read on»

New Amendments To Hart-Scott-Rodino Premerger Notification Rules (Sheppard Mullin Richter & Hampton LLP):

“… Many of the ministerial changes revise or delete items asking for information which the Agencies no longer consider necessary for their initial review, such as revenue data for 2002 by NAICS codes, a description of assets to be acquired, and detailed information regarding voting securities to be acquired. In addition, the final rule calls for additional information, such as current year revenues by 10-digit NAICS code, which the Agencies consider helpful.” Read on»

Antitrust Agencies Announce New HSR Form (Bryan Cave):

“… According to the Agencies, the changes are also intended to increase the Agencies’ efficiency in reviewing transactions. The changes eliminate some data previously required by the Form, but also specify certain additional information required from the parties.” Read on»

FTC and DOJ Announce Changes to HSR Premerger Notification Form (Wilson Sonsini Goodrich & Rosati):

“… Prior to the most recent revisions, the FTC and DOJ last made modifications to the HSR form in 2005; however, unlike the relatively minor 2005 changes, the 2011 changes are extensive and may significantly affect the burden placed on filing parties.” Read on»

FTC and DOJ Implement Substantive Changes to the HSR Act Reporting Requirements (Morrison & Foerster LLP):

“… First, it imposes significant new reporting requirements on parties submitting an HSR Form with respect to information about “associates” of the acquiring person and also requires HSR filers to provide additional categories of documents with the HSR filing above and beyond the scope of the current “Item 4(c)” obligation. Second, it streamlines parts of the HSR Form by deleting from the informational requirements several categories of technical information that over time have proven relatively burdensome to filers but unnecessary in a preliminary merger review.” Read on»

FTC Announces Major Changes to Disclosure Requirements for Hart-Scott-Rodino Notification Rules and Form (McDermott Will & Emery):

“… These changes eliminate disclosure requirements for information the FTC and DOJ no longer find helpful in their initial antitrust review, and introduce new provisions to capture additional information to make clear competitive relationships and implications not revealed by current HSR filings. The changes also correct minor oversights from the FTC’s 2005 rulemaking related to unincorporated entities.” Read on»

Major Revisions to Hart-Scott-Rodino Form Set to Go Effective in Early August (Francis Fryscak / Cooley LLP):

“… Although the final changes to the HSR Form preserve revisions that will reduce some filing burdens (especially with respect to the submission of SEC filed documents and other financials and eliminating the need to report revenues by NAICS code in a base year), the two most controversial provisions of the proposed revisions — Item 4(d) and the concept of “Associate” that imposes new disclosure obligations for funds — have also been incorporated into the final rules, although with some narrowing of their scope.” Read on»

FTC/DOJ Announce Changes to HSR Merger Notification Requirements (Bracewell & Giuliani LLP):

“… Parties to HSR-reportable transactions have a legal obligation to submit Notification and Report Forms (HSR Forms) to both the FTC and the DOJ, thereby triggering a waiting period during which the antitrust agencies review the transaction for potential competitive issues and determine whether to seek an injunction. For this reason, HSR-reportable transactions may not be consummated until the expiration or termination of the waiting period.” Read on»

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An Ohio judge dismissed antitrust claims on Wednesday in a case against Google, handing the company a victory as it faces a separate federal investigation into its search results.

Google is under investigation by the Federal Trade Commission over whether it uses its strength in online searches to thwart competitors, and the Ohio case leveled similar allegations against the Internet search company.

MyTriggers.com, an Ohio-based shopping comparison search Website, accused Google of giving preferential treatment in its search results to Google’s own services. It also accused Google of making unfair agreements with other sites to exert control over search advertising.

» via Reuters