February 2020 Antitrust M & A SnapshotFebruary 13, 2020
OCTOBER – DECEMBER 2019 UPDATE
The Federal Trade Commission (FTC) and Department of Justice (DOJ) continue to investigate and challenge M&A transactions in a variety of industries. Events of this quarter highlight the importance of states in merger enforcement. In December, a coalition of states went to trial to challenge the Sprint/T-Mobile transaction after a divestiture remedy was approved by the DOJ. In addition, the FTC’s challenge of Illumina Inc.’s acquisition of Pacific Biosciences of California, Inc. highlights the regulators’ focus on preventing monopolists from buying nascent competitors.
The UK Competition and Markets Authority (UK CMA) continues to expand its role as a key jurisdiction in the merger clearance process, which will only accelerate with Brexit. The European Commission (EC) agreed to clear, subject to conditions, acquisitions in the aluminum production and battery industries as well as in the wholesale supply and retail distribution of TV channels after conducting Phase II reviews. Moreover, the EC opened new in-depth investigations into transactions in the copper refining and engineering sectors. The UK CMA initiated a Phase II review into a payment software merger and ordered a cleaning chemicals supplier to unwind its acquisition of a competitor.
SNAPSHOT OF EVENTS
FTC Chairman Announces New Leadership at Bureau of Competition
On December 18, 2019, FTC Chairman Joseph Simons announced two appointments to the Bureau of Competition’s (BC) senior leadership. Simons named Ian Conner Bureau Director and Daniel Francis Deputy Director. Conner had served as Deputy Director at the BC since 2017, so this change should not represent a significant shift in agency positions. Francis joined the BC in May 2018 as Senior Counsel to the Director and was subsequently promoted to Assistant Director of Digital Markets, indicating that Francis has a technology background.
Congressional Democrats Introduce Legislation Seeking to Strengthen Regulatory Approval Process for Bank Mergers
In December 2019, Congressional Democrats introduced the Bank Merger Review Modernization Act aiming to overhaul the regulatory approval process for bank mergers. Bill sponsors Senator Elizabeth Warren, D-Mass., and Representative Jesús “Chuy” García, D-Ill., characterized the current regulatory approval process where approval from the Federal Reserve, the Federal Deposit Insurance Corporation, and other regulators is required, as nothing more than a rubber-stamp. The new bill would require the Consumer Financial Protection Bureau to weigh in when one of the merging parties offers consumer financial products, and would implement a new quantifiable metric to evaluate potential harm to consumers based on the merging banks’ size, complexity and other variables. The lawmakers suggest…