For nearly 50 years, the Hart-Scott-Rodino Act has given antitrust enforcers a chance to review deals above a certain value before they can close. What happens when the government concludes a transaction was structured intentionally to slip past that review entirely? On this episode of Our Curious Amalgam, we speak with Evan Miller of Vinson & Elkins about HSR Act avoidance and the FTC’s record-setting $12 million settlement with Edwards Lifesciences and Genesis MedTech over Edwards Lifesciences’s acquisition of JC Medical from Genesis. We discuss how the JC Medical deal was valued and structured, how the parties’ failure to file played a role in the FTC’s separate challenge to Edwards’s contemporaneous JenaValve acquisition, what deal teams should consider when assessing a transaction close to the HSR threshold, what the settlement signals about the FTC’s current approach to premerger notification enforcement, and more.

Evan Miller, Vinson & Elkins LLP

Hosted by:

Lexi Michaud, Fried Frank and Jeny Maier, Axinn