Clifford Chance

Challenges to Recent Transactions Are a Reminder That Antitrust Risks Can Remain if Closing Has Already Occurred (and Even if Pre-merger Notification Filings Were Made)

27 December 2017

Last week the U.S. Federal Trade Commission and Department of Justice each separately challenged recently closed transactions that they claim would harm competition in the US. The DOJ filed suit in relation to TransDigm Group's recent acquisition of two businesses from Takata Corporation. The FTC issued an administrative complaint challenging Otto Bock's acquisition of FIH Group Holdings, the owner of Freedom Innovations. The latter transaction had closed approximately three months ago, while the former transaction has been closed since February. These actions come less than three months after the DOJ's lawsuit against Parker-Hannifin regarding its closed acquisition of CLARCOR Inc. The parties in the Parker-Hannifin deal had even made the requisite pre-merger notification filings and abided by the mandatory waiting period pursuant to the Hart-Scott-Rodino Act of 1976, as amended. All three cases should remind companies that the US antitrust authorities can and will file suit to enjoin transactions they believe are anticompetitive, even if it requires unscrambling the proverbial egg.

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