FTC Settlement Signals Continued Scrutiny of HSR Avoidance

Short summary

The FTC announced a record $12 million settlement with Edwards Lifesciences and Genesis MedTech for structuring an acquisition below HSR reporting thresholds using a side investment to avoid filing. The penalty breaks the previous $5.6M record set in 2025 and includes a five-year prior-notice requirement and antitrust compliance program. The case signals that the FTC will aggressively pursue transaction structures designed to evade merger notification rules, exposing both buyers and sellers to per-day penalties.

• •FTC imposed record $12M penalty for HSR Act filing avoidance via side investment structure
• •Both buyer and seller face liability; per-day penalties accrued over nearly two years
• •FTC Chairman Ferguson warns companies against trying to sneak deals through without HSR filings

Generated with AI, which can make mistakes.