If It Quacks Like Avoidance: Navigating HSR 801.90

Rule 801.90 is having a moment. Recent developments—including the FTC’s intervention in Pfizer/Metsera, heightened scrutiny of acquihires and other non traditional acquisition structures, and a joint FTC and DOJ request for information seeking comment on whether additional guidance under Rule 801.90 is needed—signal a renewed focus on substance over form HSR compliance.

This panel will explore the intersection of these developments, considering how the FTC's reexamination of premerger reporting requirements may reshape the regulatory landscape for acquihires and similar transactions. Panelists will discuss transaction structures that may be captured by the anti-avoidance provision and the practical implications for dealmakers navigating an evolving filing regime.

Speakers:

Onyeka Aralu, International Center for Law & Economics

Sarah Bartels, Hewlett Packard Enterprise

Franco Castelli, Wachtell, Lipton, Rosen & Katz

Christina C. Ma, Moderator, Wachtell, Lipton, Rosen & Katz

Harlan Rosenson, Moderator, A&O Shearman