Earlier this week, the Antitrust Division of the Department of Justice (DOJ) filed a lawsuit seeking to unwind Parker-Hannifin’s US$4.3 billion consummated acquisition of Clarcor.
This is a notable challenge for two reasons. First, it is the DOJ’s first merger challenge under the Trump Administration. Second, and more importantly, the parties reported the transaction under the Hart-Scott-Rodino (HSR) Act; the HSR waiting period expired without a challenge; and the transaction closed–all more than seven months ago.
While the antitrust agencies regularly investigate, and sometimes challenge, consummated non-HSR reportable transactions, enforcement against reported transactions after the waiting period has elapsed is exceedingly rare. The Parker-Hannifin complaint is a stark reminder that US antitrust enforcers can, and will, investigate and challenge closed mergers–in rare circumstances, even after they had cleared the transaction.
Full Content: Mondaq
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