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2.26.25
Enforcement Priorities of President Trump’s DOJ and FTC Begin to Take Shape
Now more than a month into President Trump’s second term, the Administration’s antitrust enforcement priorities have begun to take shape. Recent actions indicate that the Federal Trade Commission (FTC) and Antitrust Division of the U.S. Department of Justice (DOJ) will continue to focus on labor markets and keep a close eye on the most systemically important technology companies, with a new emphasis on content moderation practices. The antitrust agencies’ recent actions also provide insight into the possible trajectory of merger enforcement under the Trump Administration, with the agencies announcing that they will continue to evaluate proposed transactions under the President Biden-era merger guidelines.
Alerts
9.24.24
FTC Obtains $1 Million Civil Penalty for HSR Act Violation
While companies wait for the new Hart-Scott-Rodino (HSR) Act filing requirements to be finalized, the Federal Trade Commission (FTC) made headlines by filing an enforcement action against and obtaining nearly $1 million in civil penalties from a GameStop executive for failing to submit an HSR notification prior to acquiring voting securities on the open market.
Alerts
5.29.24
The Next Chapter in the Serial: U.S. Antitrust Agencies Heighten Focus on Roll-Up Strategies
Serial acquisitions and roll-up strategies are facing intense scrutiny as the Federal Trade Commission (FTC) and the U.S. Department of Justice’s (DOJ) Antitrust Division request public comment on how these types of transactions impact competition in “any sector or industry” of the U.S. economy, including “housing, agriculture, defense, cybersecurity, distribution, construction, aftermarket/repair, and professional services markets.”1 In their press release announcing the public inquiry, the FTC and the DOJ emphasized their concern that serial acquisitions, even those below HSR thresholds, allow companies “to amass significant control over key products, services, or labor markets without government scrutiny,” which “can harm competition to the detriment of consumers, workers, and innovation across an entire industry or business sector.” FTC Chair Lina Khan described these acquisitions as “stealth consolidation schemes” and asked that the public weigh in to inform future enforcement efforts.
Client Highlights
4.24.24
Wilson Sonsini Advises HashiCorp on $6.4 Billion Acquisition by IBM
On April 24, 2024, IBM and HashiCorp Inc., a leading multi-cloud infrastructure automation company, announced that they have entered into a definitive agreement under which IBM will acquire HashiCorp for $35 per share in cash, representing an enterprise value of $6.4 billion. Wilson Sonsini Goodrich & Rosati is advising HashiCorp on the transaction.
HashiCorp's suite of products provides enterprises with extensive Infrastructure Lifecycle Management and Security Lifecycle Management capabilities to enable organizations to automate their hybrid and multi-cloud environments. IBM’s acquisition continues its deep focus and investment in hybrid cloud and AI, the two most transformational technologies for clients today.
HashiCorp boasts a roster of more than 4,400 clients, including Bloomberg, Comcast, Deutsche Bank, GitHub, J.P Morgan Chase, Starbucks, and Vodafone. HashiCorp's offerings have widescale adoption in the developer community and are used by 85 percent of the Fortune 500. Their community products across infrastructure and security were downloaded more than 500 million times in HashiCorp's FY2024.
The boards of directors of IBM and HashiCorp have both approved the transaction, which is subject to approval by HashiCorp shareholders, regulatory approvals, and other customary closing conditions. The transaction is expected to close by the end of 2024.
The Wilson Sonsini team advising HashiCorp on the acquisition includes:
HashiCorp's suite of products provides enterprises with extensive Infrastructure Lifecycle Management and Security Lifecycle Management capabilities to enable organizations to automate their hybrid and multi-cloud environments. IBM’s acquisition continues its deep focus and investment in hybrid cloud and AI, the two most transformational technologies for clients today.
HashiCorp boasts a roster of more than 4,400 clients, including Bloomberg, Comcast, Deutsche Bank, GitHub, J.P Morgan Chase, Starbucks, and Vodafone. HashiCorp's offerings have widescale adoption in the developer community and are used by 85 percent of the Fortune 500. Their community products across infrastructure and security were downloaded more than 500 million times in HashiCorp's FY2024.
The boards of directors of IBM and HashiCorp have both approved the transaction, which is subject to approval by HashiCorp shareholders, regulatory approvals, and other customary closing conditions. The transaction is expected to close by the end of 2024.
The Wilson Sonsini team advising HashiCorp on the acquisition includes:
Client Highlights
12.01.23
Wilson Sonsini Advises Rover on $2.3 Billion Acquisition by Blackstone
On November 29, 2023, Blackstone Inc. announced the acquisition of Rover Group Inc., the world’s largest online marketplace for pet care, in an all-cash deal worth $2.3 billion. Wilson Sonsini Goodrich & Rosati advised Rover on the transaction.