U.S. Federal Trade Commission building (Photo: Diego M. Radzinschi / NLJ)
Antitrust lawyers at the Federal Trade Commission and the U.S. Department of Justice reviewed fewer mergers and challenged fewer deals in fiscal year 2013, according to the agencies’ annual merger review report released Wednesday.
But the numbers tell only part of the story. Although there weren’t as many matters, two of them were enormous: DOJ suits blocking the merger of US Airways and American Airlines and Anheuser-Busch InBev’s proposed acquisition of Grupo Modelo. The cases settled with substantial divestitures.
In fiscal year 2013, the number of deals subject to review under the Hart-Scott-Rodino premerger notification program dropped 7 percent, from 1,429 in fiscal year 2012 to 1,326. That’s the lowest since 2010.
The number of enforcement actions declined even more, falling by 14 percent. In fiscal year 2013, the agencies brought 38 actions, compared to 44 in 2012.
The FTC had no headline-grabbing suits like DOJ, but agency lawyers brought more challenges overall than their counterparts in DOJ’s Antitrust Division. During fiscal year 2013, the FTC filed 23 merger enforcement actions, two less than in 2012. Sixteen cases were resolved via consent decrees and two mergers were abandoned. The FTC brought one suit in federal district court, against Idaho-based St. Luke’s Health System’s acquisition of a multiple-specialty physician practice group. The agency filed four administrative suits.
In 2013, the Antitrust Division challenged 15 merger transactions compared to 19 in 2012. In seven of these challenges, DOJ lawyers filed a complaint in federal district court.
The FTC in 2013 issued 25 second requests for information about pending deals, compared to 20 the year before. DOJ issued 22, down from 29 in 2012. It’s the first year since 2008 when the FTC issued more second requests than DOJ.
Hospital mergers were the most likely to get a close look—the agencies issued second requests in five of 44 hospital transactions. That was followed by chemical manufacturers, where four of 74 deals were subject to second requests.
The best bet for dodging antitrust review? Deals involving securities, commodity contracts and other financial instruments. There were 135 of them, but not one got a second look.
Contact Jenna Greene at email@example.com or on Twitter @jgreenejenna.