USA Law and Practice Contributed by: Bradley Justus, Lisl Dunlop, Josh Jowdy and Sandhya Taneja, Axinn, Veltrop & Harkrider LLP
Acquisitions by or From Foreign Governmental Entities
or if the transaction was not HSR reportable. The FTC most notably exercised this author - ity in 2021 in bringing suit against Facebook, alleging, among other charges, that Facebook had consummated multiple anti-competitive acquisitions in an effort to maintain monopoly power, including its acquisitions of Instagram in 2012 and WhatsApp in 2014. The suit went to trial in April 2025; as of May 2025, the matter is still pending before the United States District Court for the District of Columbia. Similarly, in 2023, the FTC brought suit against US Anes - thesia Partners (USAP) and private equity firm Welsh Carson, alleging, among other charges, that between 2014 and 2020, USAP and Welsh Carson engaged in a series of acquisitions that harmed competition in the commercially insured hospital-only anaesthesia market in Houston, Texas. The FTC announced a settlement with Welsh Carson in January 2025, which requires Welsh Carson to limit its involvement with USAP and notify the FTC of future acquisitions related to anaesthesia and other hospital-based physi - cian practices. 2.12 Requirement for Clearance Before Implementation If an HSR filing is required, parties may not close the transaction until the expiration or termina - tion of the waiting period. Typically, the statutory waiting period is 30 days and begins after both parties submit their HSR filings and the filing fee has been paid. For open-market purchases, conversions, option exercises and certain other (generally, non-negotiated) transactions, the waiting period begins once the Acquiring Person submits an HSR filing. Unless the Agencies issue a second request or sue to block the transaction, the waiting period expires automatically on the 30th day after filing at 11.59pm Eastern Time (ET), and the parties
Acquisitions by or from foreign governmen - tal entities are exempt if the UPE of either the Acquiring or Acquired Person is controlled by a foreign state, foreign government or foreign agency and the acquisition is of assets located within the foreign state or of voting securities or non-corporate interests of an entity organised under the laws of that jurisdiction. 2.9 Market Share Jurisdictional Threshold The HSR Act filing thresholds do not include a market share test. 2.10 Joint Ventures Joint ventures are subject to specific and com - plex rules under the HSR Act and may be noti - fiable unless an exemption applies. Under the HSR Rules, the contributors to a joint venture are deemed Acquiring Persons, and the joint venture is deemed the Acquired Person. 2.11 Power of Authorities to Investigate a Transaction The Agencies have authority to investigate and challenge transactions that do not meet HSR fil - ing requirements. Although such investigations have historically occurred somewhat infrequent - ly, the Agencies at times have acted quickly to challenge non-reportable transactions. Parties should not assume that non-HSR-reportable transactions will escape review. The Agencies’ power to challenge conduct under the Clayton Act, the Sherman Act or the FTC Act does not have a statute of limitations, and there- fore the potential for Agency scrutiny is indefi - nite. The Agencies may investigate a transaction post-closing even if they declined to challenge the transaction during the HSR review process
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