UNITED STATES OF AMERICA (2023)

UNITED STATES OF AMERICA

Federal Trade Commission

WASHINGTON, D.C. 20580

Office of the Chair

November 3, 2023

The Honorable Thomas P. Tiffany

U.S. House of Representatives

Washington, D.C. 20515

Dear Representative Tiffany:

Thank you for your letter seeking information about the Federal Trade Commission’s

merger enforcement program. I take seriously the responsibility of Congress to provide effective

oversight over federal agencies on behalf of the American people, and I welcome the opportunity

to engage with Members of Congress about the FTC’s efforts to protect our citizens from illegal

mergers and excessive consolidation.

I am fully committed to ensuring that the Commission vigorously enforces the statutes it

is charged with administering, including through blocking unlawful mergers and acquisitions.

Ensuring that our approach to merger enforcement is rigorous and keeping pace with new market

realities is a top priority, and policing conduct in digital markets is a key area of inquiry, given

the high stakes for the American public.

As part of that effort, the FTC worked for over a year with the Antitrust Division of the

Department of Justice to revise our merger guidelines, which we published in draft form in July

2023. The draft Merger Guidelines are deeply rooted in the text of our statutes, in controlling law

and precedent, and in Congress’s deep commitment to robust enforcement. Anchoring our

reform efforts in these core principles will bring antitrust more squarely within the rule of law.

Faithfully enforcing the antitrust laws will necessarily involve taking action against dominant

firms, some of which are among the wealthiest and most powerful companies in the world. These

companies are often able to marshal enormous resources to try to dissuade enforcers and defend

FTC charges in administrative and judicial proceedings. But upholding the rule of law requires

that we administer our statutes without fear or favor.

Since I joined the FTC as Chair in June 2021, the Commission has taken action against at

least 38 mergers. In ten of them, the Commission authorized staff to file an administrative

complaint or seek a preliminary injunction in federal court to stop the merger pending the

administrative trial on the merits.1 In five of these mergers, the parties abandoned their merger

plans after the Commission issued its complaint.2 In one, the parties significantly altered their

deal and sold off assets to maintain competitive markets in response to Commission litigation.3

In another, the parties agreed to a consent order prohibiting them from engaging in the conduct

alleged in the Commission’s complaint and requiring them to submit to rigorous monitoring.4

Another 14 of the 38 mergers were abandoned during the FTC’s investigation,5 for a total of 19

abandoned mergers during my tenure. In the remaining 14 mergers, the Commission ordered

divestitures to prevent the mergers from resulting in harm, protecting competition in a wide

range of markets such as gasoline, dialysis clinics, pharmaceuticals, medical devices, veterinary

services, and farm stores.6 A comprehensive chart detailing the Commission’s merger

enforcement actions from June 2021 to the present is appended to this letter as Appendix A.

By any measure, the FTC has been extremely successful with its merger enforcement

program under my leadership, actively investigating illegal mergers and taking action to stop

them before they can cause widespread harm to the consumers, small businesses, workers, and

other market participants who count on us to enforce the antitrust laws as Congress intended. I

am extremely proud of the FTC competition staff who work tirelessly to stop further

consolidation that robs our economy of its dynamism and growth.

Market participants acknowledge that the FTC’s work is deterring unlawful deals. For

example, the head of mergers and acquisitions at Goldman Sachs recently stated, “We used to

think of antitrust and the regulatory paradigm toward the middle or end of the deal. But now it’s

completely front-ended, and certain deals just can’t get done.”7 And as a prominent investor

noted:

There’s been a sea change in the regulatory environment over the past two and a half

years since the Biden administration took office. We’ve moved from a relatively loose

environment in terms of competition policy or antitrust—at least in the United States—to

the most challenging one or tightest one that I can remember seeing. The new regulatory

team—Lina Khan at the FTC, Jonathan Kanter at the Justice Department, and to some

extent (until recently) Tim Wu at the White House—already have succeeded in

dissuading a series of business combinations which would have gone ahead in a different

environment. So they’ve already been successful that way. Those which have been

shelved because of this new environment aren’t visible—no one can see them or count

them up—but I can assure you that there are a lot of them.8

As a law enforcer, I believe that firms should first assess whether a deal would violate the

antitrust laws before pursuing it. The fact that the FTC’s work is driving this type of deterrence is

a real mark of success.

By choosing to focus on only a handful of cases, your letter paints an inaccurate picture

of the FTC’s merger enforcement program. As you detail in your letter, in the past year, a federal

court denied an FTC motion for a preliminary injunction in two merger challenges, Meta/Within

and Microsoft/Activision. While the Commission determined not to continue to prosecute its

complaint against Meta/Within,9 we are actively pursuing an appeal of the court’s ruling in

Microsoft/Activision before the Ninth Circuit to reverse significant errors in the district court’s

opinion. The outcome of this litigation has not yet been determined because the appeal is still

pending.

A complete assessment of the FTC’s success in stopping harmful mergers reveals that of

the 38 mergers challenged during my tenure as Chair, 19 were abandoned, another 14 were

settled with divestitures, and two are pending a final outcome.10

2

That leaves just one loss, Meta/Within. While I was disappointed by the outcome, I

believe the Commission has a statutory obligation to bring law enforcement actions to halt

unlawful mergers. And while the court ultimately did not grant a preliminary injunction, the

court’s opinion affirmed the validity of potential competition theories of harm, confirmed that

antitrust law has an important role to play even in nascent markets with new entry, and relied on

time-tested principles of market definition to find a market for virtual reality fitness apps. With

these rulings, the court laid out a roadmap for future merger cases alleging digital markets or

concerns related to the elimination of potential competition.

In fact, our enforcement record reveals that the Commission has been pursuing strong

cases, well within established precedent and with solid facts and compelling economic analysis.

In 19 instances, the merging companies made their own calculations about litigation risk and

determined that they should abandon their plans rather than risk ending up in the same place after

a lengthy and costly litigation. In another 14, the companies offered to significantly alter their

deals and sell off assets to maintain a competitive market. They did not do so because they

wanted to give the FTC a ‘win;’ they did so after their own assessment of the likelihood that the

Commission would succeed in blocking their merger.

These cases are not just wins for the agency; each of them is a win for the American

public. Not only do they prevent illegal mergers from happening or causing widespread harm to

the American public, abandoned mergers and settled cases save millions in tax dollars that would

otherwise be spent achieving the same outcome. From the Commission’s perspective, those

saved dollars—and years—can be deployed to other competition enforcement matters, including

investigating other potentially problematic mergers. We must marshal our scarce resources to

their best use in order to be good stewards of the money we are given by Congress to safeguard

competition and prevent further consolidation. Just as important, an abandoned merger or settled

deal protects those who would have otherwise suffered the harmful consequences of an illegal

merger.

You also seek information related to two administrative cases, Altria/Juul and

Illumina/Grail. Both of these matters were voted out on a unanimous basis by the Commission

before I joined the FTC: specifically, all three sitting Republican Commissioners and two

Democratic Commissioners voted to issue the complaint in Altria/Juul in April 2020, and the two

sitting Republican Commissioners and two Democratic Commissioners supported the complaint

in Illumina/Grail.

In Illumina/Grail, the Commission ruled—in a unanimous decision—that Illumina’s $7.1

billion vertical acquisition of Grail is likely to substantially lessen competition in the U.S. market

for research, development, and commercialization of multi-cancer early detection tests.11 As is

their right, the companies have appealed the Commission’s decision and order to a federal

appellate court, and the Commission has stayed its order until the Fifth Circuit has resolved the

appeal.12

In Altria/Juul, while the matter was on appeal to the Commission, the parties decided to

terminate their relationship and noncompete agreement related to Altria’s 2018 investment in

Juul Labs, Inc. In addition, since the complaint had been filed, there had been significant changes

3

in the regulatory environment as well as the market positions of Altria and JUUL. These

significant market developments both completely unwound the transaction that was at the heart

of the Commission’s complaint and lessened the concerns that had animated its filing in April

2020. On March 21, 2023, Altria moved to have the Commission take official notice of the

unwinding of the initial deal as well as to withdraw the case from adjudication.13 The

Commission took official notice of the unwinding of the transaction and related agreement with

Juul and granted Altria’s motion to withdraw the case from adjudication.14 On June 20, 2023, the

Commission dismissed its complaint, finding both changed facts outlined above and the public

interest in conserving scarce agency resources counseled against continuing the litigation.15 With

the complaint dismissed, the case is over because the parties have terminated the conduct that

was the primary basis for the complaint.

Effective and efficient merger enforcement is more than just a numbers game. In the

same way that a prosecutor who racks up high numbers by going after numerous low-level

mobsters may be less effective than a prosecutor who successfully captures the boss, the efficacy

of antitrust enforcement cannot be captured solely through numbers. But when discussing the

FTC’s merger enforcement efforts, it is important to start the conversation from a fair accounting

of the FTC’s accomplishments. I am committed to continuing this vital work for the American

people and to vigorously enforcing our merger laws for their benefit.

With regard to your specific requests:

1. The amount of funds spent on litigation in each of the aforementioned cases.

(Microsoft/Activision; Meta/Within; Altria/Juul; Illumina/Grail; Amgen/Horizon)

See Answers to Questions 2 and 3 below.

2. The amount of staff hours spent on the aforementioned cases.

The FTC does not maintain records on the number of hours staff works on each matter,

including litigations.

To provide some perspective, the Commission manages its limited resources by assigning

staff on a priority basis, often moving staff off other work or investigations to work on litigation.

Litigation matters are among the highest priority work we have, given that we have an obligation

to the court to prosecute a case with dispatch. FTC staff often work on multiple matters at the

same time, especially senior-level managers. Sometimes, members of the litigation team have

been part of the team investigating the merger, working for many months on the same matter,

while others join the litigation team closer to the time the Commission authorizes the litigation.

The number of staff assigned to a litigation at the time of filing a complaint is reflected in

the pleadings, though it can vary significantly over the life cycle of an investigation. For

instance, the FTC’s federal court complaints list FTC attorneys as counsel of record in each

proceeding: 20 in Microsoft/Activision;16 14 in Meta/Within;17 22 in Illumina/Grail;18 and 19 in

Amgen/Horizon.19 In each of these cases, the team investigating the original transaction was

generally smaller than the team ultimately assigned to litigate. In these four cases, the

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Commission also initiated administrative litigation, and each FTC attorney appearing before the

Administrative Law Judge files an appearance in the specific proceeding. According to the

docket in each of these matters, 16 FTC attorneys filed a notice of appearance in

Microsoft/Activision;20 13 in Meta/Within;21 11 in Illumina/Grail;22 and three in

Amgen/Horizon.23 For these dual track cases, it is often the same attorneys who are assigned to

work on both the federal court and administrative proceedings. In Altria/Juul, which was an

administrative proceeding without a related federal court injunction action, 16 FTC attorneys

filed a notice of appearance, although some later withdrew from the litigation team.24 For

administrative proceedings, the FTC’s Administrative Law Judge and his staff also spend time

on litigation matters, working some portion of their time on each case that is pending during the

same period of time.

In addition to competition lawyers, our competition enforcement work, including

litigation, is supported by many other lawyers, paralegals, economists, technologists, and other

support staff throughout the agency. As reflected in the most recent Congressional Budget

Justification, the FTC has 265 Full Time Equivalents (FTE) devoted to Merger and Joint Venture

Enforcement,25 but an additional 176 FTE support that work. These staff work throughout the

agency, and some of them, for instance in the Office of General Counsel, directly support our

competition litigation. Some portion of these staff members’ time would be attributable to

casework, including litigation, but the FTC does not maintain the data necessary to do that on a

case-specific basis. In most if not all of our litigation matters, the FTC is outspent and outnumbered by the defendants.

3. A list of outside experts, including their affiliate organizations, in each of the

aforementioned cases and the amount paid to each expert and their affiliate

organizations.

As required by law, the FTC posts each of its contracts for outside services on

usaspending.gov. The following chart contains contract information related to each case, as well

as the contract amount allowed under the contract, the expert and their employer. For the two

cases that are still pending (Microsoft/Activision; Illumina/Grail), the contracts are open and

more money could be paid out under the contract.

Matter

USASpending.gov Expert Name/Firm

Contract Link(s)

Potential

Award

Amount*

Outlaid

Amount*

Microsoft/Activision 29FTC122C0062

(economic expert)

29FTC123C0037

(survey expert)

Robin Lee/Bates White, $3,425,000 $2,757,241

LLC

$1,204,985 $224,886

Rebecca Kirk

Fair/Analysis Group Inc.

Meta/Within

29FTC122C0048

(economic expert)

Hal Singer/Christina

Caffara/Keystone

Strategy LLC

$2,457,479 $2,457,479

Altria/Juul

29FTC120C0026

(economic expert)

Dov Rothman/Analysis

Group Inc.

$1,799,985 $1,799,985

5

Matter

USASpending.gov Expert Name/Firm

Contract Link(s)

Potential

Award

Amount*

Outlaid

Amount*

Illumina/Grail

29FTC121C0017

(economic expert)

29FTC121C0024

(efficiencies

expert)

29FTC121C0026

(regulatory expert)

Fiona Scott Morton/CRA $1,343,876 $1,343,876

International, Inc.

$609,498 $609,498

Dov Rothman/Analysis $243,365 $243,365

Group Inc.

Amol Navathe/Analysis

Group Inc.

Amgen/Horizon

29FTC123C0040

(economic expert)

29FTC123C0041

(industry expert)

29FTC123C0057

(medical expert)

29FTC123C0058

(medical expert)

29FTC123C0063

(industry expert)

David Sibley/Coherent

Economics LLC

Aaron Kesselheim

Herbert S. B. Baraf

Kimberly

Cockerham/Cockerham

Eye Consultants,

Professional Corporation

Surya Singh/Singh

Healthcare Advisors

LLC

$2,036,235 $770,822

$246,000 $-$234,000 $30,200

$204,000 $20,000

$242,000 $--

*from USASpending.gov (as of 11/3/2023)

These figures are generally in line with the amounts paid toward expert expenses in the

Commission’s most recent unsuccessful merger challenges.

Matter

USASpending.gov Expert Name/Firm

Potential Outlaid

Contract Link(s)

Award

Amount*

Amount*

Jefferson/Einstein

(2020)

29FTC119C0080

Loren Smith/Compass

(Economic Expert) Lexecon LLC

29FTC119C0203

Christine

(Efficiencies Expert) Hammer/Cornerstone

Research INC

Evonik/Peroxychem 29FTC119C0079

(2019)

(Economic Expert)

Steris/Synergy

(2015)

FTC15H5065

(Economic Expert)

$2,948,334 $2,820,703

$2,151,986 $2,151,986

Dov Rothman/Analysis

Group INC

$1,260,186 $1,168,627

Gary Roberts/CRA

International, Inc.

$1,501,065 $1,501,065

*from USASpending.gov (as of 11/3/2023)

4. The amount of funds spent on outside counsel, if any, in each of the aforementioned

cases.

The FTC did not contract for any outside legal services in any of the five cases.

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5. All recommendation memorandum prepared by FTC staff that discuss each of the

aforementioned cases.

Staff recommendations are nonpublic and protected by the deliberative process privilege.

Thank you for your interest in the Commission’s activities. If you have any further

questions, please feel free to have your staff reach out to Jeanne Bumpus, Director of our Office

of Congressional Relations, at (202) 326-2195.

Sincerely,

Lina M. Khan

Chair

Federal Trade Commission

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1

Press Release, Fed. Trade Comm’n, FTC Sues to Block IQVIA’s Acquisition of Propel Media to Prevent Increased

Concentration in Health Care Programmatic Advertising (July 17, 2023), https://www.ftc.gov/newsevents/news/press-releases/2023/07/ftc-sues-block-iqvias-acquisition-propel-media-prevent-increasedconcentration-health-care; Press Release, Fed. Trade Comm’n, FTC Sues to Block Biopharmaceutical Giant Amgen

from Acquisition That Would Entrench Monopoly Drugs Used to Treat Two Serious Illnesses (May 16, 2023),

https://www.ftc.gov/news-events/news/press-releases/2023/05/ftc-sues-block-biopharmaceutical-giant-amgenacquisition-would-entrench-monopoly-drugs-used-treat; Press Release, Fed. Trade Comm’n, FTC Acts to Block

Deal Combining the Two Top Mortgage Loan Technology Providers (Mar. 9, 2023) https://www.ftc.gov/newsevents/news/press-releases/2023/03/ftc-acts-block-deal-combining-two-top-mortgage-loan-technology-providers;

Press Release, Fed. Trade Comm’n, FTC Seeks to Block Microsoft Corp.’s Acquisition of Activision Blizzard, Inc.

(Dec. 8. 2022), https://www.ftc.gov/news-events/news/press-releases/2022/12/ftc-seeks-block-microsoft-corpsacquisition-activision-blizzard-inc; Press Release, Fed. Trade Comm’n, FTC Seeks to Block Virtual Reality Giant

Meta’s Acquisition of Popular App Creator Within (July 27, 2022), https://www.ftc.gov/news-events/news/pressreleases/2022/07/ftc-seeks-block-virtual-reality-giant-metas-acquisition-popular-app-creator-within; Press Release,

Fed. Trade Comm’n, FTC Sues to Block Merger Between Utah Healthcare Rivals HCA Healthcare and Steward

Health Care System (June 2, 2022), https://www.ftc.gov/news-events/news/press-releases/2022/06/ftc-sues-blockmerger-between-utah-healthcare-rivals-hca-healthcare-steward-health-care-system; Press Release, Fed. Trade

Comm’n, FTC Sues to Block Merger Between New Jersey Healthcare Rivals RWJBarnabas Health and Saint

Peter’s Healthcare System (June 2, 2022), https://www.ftc.gov/news-events/news/press-releases/2022/06/ftc-suesblock-merger-between-new-jersey-healthcare-rivals-rwjbarnabas-health-saint-peters; Press Release, Fed. Trade

Comm’n, FTC and Rhode Island Attorney General Step in to Block Merger of Rhode Island’s Two Largest

Healthcare Providers (Feb. 17, 2022), https://www.ftc.gov/news-events/news/press-releases/2022/02/ftc-rhodeisland-attorney-general-step-block-merger-rhode-islands-two-largest-healthcare-providers; Press Release, Fed.

Trade Comm’n, FTC Sues to Block Lockheed Martin Corporation’s Vertical Acquisition of Aerojet Rocketdyne

Holdings Inc. (Feb. 15, 2022), https://www.ftc.gov/news-events/news/press-releases/2022/01/ftc-sues-blocklockheed-martin-corporations-44-billion-vertical-acquisition-aerojet-rocketdyne; Press Release, Fed. Trade

Comm’n, FTC Sues to Block $40 Billion Semiconductor Chip Merger (Dec. 2, 2021), https://www.ftc.gov/newsevents/news/press-releases/2021/12/ftc-sues-block-40-billion-semiconductor-chip-merger.

2

Press Release, Fed. Trade Comm’n, Statement Regarding Termination of Nvidia Corp.’s Attempted Acquisition of

Arm Ltd. (Feb. 14, 2022), https://www.ftc.gov/news-events/news/press-releases/2022/02/statement-regardingtermination-nvidia-corps-attempted-acquisition-arm-ltd; Press Release, Fed. Trade Comm’n, Statement Regarding

Termination of Lockheed Martin Corporation’s Attempted Acquisition of Aerojet Rocketdyne Holdings Inc. (Feb.

15, 2022), https://www.ftc.gov/news-events/news/press-releases/2022/02/statement-regarding-termination-lockheedmartin-corporations-attempted-acquisition-aerojet; Press Release, Fed. Trade Comm’n, Statement Regarding

Termination of Attempted Merger of Rhode Island’s Two Largest Healthcare Providers (Mar. 2, 2022),

https://www.ftc.gov/news-events/news/press-releases/2022/03/statement-regarding-termination-attempted-mergerrhode-islands-two-largest-healthcare-providers; Press Release, Fed. Trade Comm’n, Federal Trade Commission

Opposition to Transaction Leads New Jersey Healthcare Rivals RWJBarnabas Health and Saint Peter’s Healthcare

System to Abandon Proposed Merger (June 14, 2022), https://www.ftc.gov/news-events/news/pressreleases/2022/06/federal-trade-commission-opposition-transaction-leads-new-jersey-healthcare-rivals-rwjbarnabas;

Press Release, Fed. Trade Comm’n, Statement of Bureau of Competition Director Holly Vedova Regarding the

Decision of Utah Healthcare Competitors HCA Healthcare and Steward Health Care System to Abandon Their

Proposed Merger (June 16, 2022), https://www.ftc.gov/news-events/news/press-releases/2022/06/statement-bureaucompetition-director-holly-vedova-regarding-decision-utah-healthcare-competitors.

3

Press Release, Fed. Trade Comm’n, FTC Secures Settlement with ICE and Black Knight Resolving Antitrust

Concerns in Mortgage Technology Deal (Aug. 31, 2023), https://www.ftc.gov/news-events/news/pressreleases/2023/08/ftc-secures-settlement-ice-black-knight-resolving-antitrust-concerns-mortgage-technology-deal.

4

Press Release, Fed. Trade Comm’n, Biopharmaceutical Giant Amgen to Settle FTC and State Challenges to its

Horizon Therapeutics Acquisition (Sep. 1, 2023), https://www.ftc.gov/news-events/news/pressreleases/2023/09/biopharmaceutical-giant-amgen-settle-ftc-state-challenges-its-horizon-therapeutics-acquisition.

5

When the parties publicly announce that they are calling off their transaction, the Commission may issue a

statement to that effect. Press Release, Fed. Trade Comm’n, Statement Regarding Berkshire Hathaway Energy’s

8

Termination of Acquisition of Dominion Energy, Inc.’s Questar Pipeline in Central Utah (July 13, 2021),

https://www.ftc.gov/news-events/news/press-releases/2021/07/statement-regarding-berkshire-hathaway-energystermination-acquisition-dominion-energy-incs-questar; Press Release, Fed. Trade Comm’n, Expected Federal Trade

Commission Opposition to Transaction Leads Great Outdoors Group, LLC and Rival Sportsman’s Warehouse

Holdings, Inc. to Abandon Plans for Proposed Merger (Dec. 3, 2021), https://www.ftc.gov/news-events/news/pressreleases/2021/12/expected-federal-trade-commission-opposition-transaction-leads-great-outdoors-group-llc-rival;

Press Release, Clean Harbors, Inc., Clean Harbors and Vertex Energy Mutually Agree to Terminate Planned

Acquisition of Used Motor Oil Collection and Re-Refining Assets (Jan. 25, 2022), https://ir.cleanharbors.com/newsreleases/news-release-details/clean-harbors-and-vertex-energy-mutually-agree-terminate-planned; Press Release,

Fed. Trade Comm’n, Statement of Elizabeth Wilkins, Director of the FTC’s Office of Policy Planning, on the

Decision of SUNY Upstate Medical University and Crouse Health System, Inc. to Drop Their Proposed Merger

(Feb. 16, 2023), https://www.ftc.gov/news-events/news/press-releases/2023/02/statement-elizabeth-wilkins-directorftcs-office-policy-planning-decision-suny-upstate-medical; Press Release (Feb. 16, 2023),

https://www.infineum.com/en-gb/news/acquisition-terminated/; Press Release, Fed. Trade Comm’n, Statement

Regarding the Termination of CalPortland Company’s Attempted Acquisition of Assets Owned by Rival Cement

Producer Martin Marietta Materials, Inc. (Apr. 28, 2023), https://www.ftc.gov/news-events/news/pressreleases/2023/04/statement-regarding-termination-calportland-companys-attempted-acquisition-assets-owned-rivalcement; Press Release, Fed. Trade Comm’n, Statement Regarding the Termination of Boston Scientific

Corporation’s Attempted Acquisition of a Majority Stake in M.I. Tech Co., Ltd. (May 24, 2023),

https://www.ftc.gov/news-events/news/press-releases/2023/05/statement-regarding-termination-boston-scientificcorporations-attempted-acquisition-mi-tech; Press Release, Fed. Trade Comm’n, Statement Regarding Termination

of CooperCompanies’ Attempted Acquisition of Cook Medical’s Reproductive Health Business (Aug. 1, 2023),

https://www.ftc.gov/news-Pevents/news/press-releases/2023/08/statement-regarding-termination-coopercompaniesattempted-acquisition-cook-medicals-reproductive. For other transactions in which the parties do not publicly

disclose their plans, the disclosure prohibitions of the Hart-Scott-Rodino Act prevent the Commission from making

public any information related to investigations arising from a premerger notification filing except as relevant to an

administrative or judicial action or proceeding. 15 U.S.C. § 18a(h).

6

Press Release, Fed. Trade Comm’n, FTC Imposes Strict Limits on DaVita, Inc.’s Future Mergers Following

Proposed Acquisition of Utah Dialysis Clinics (Oct. 25, 2021), https://www.ftc.gov/news-events/news/pressreleases/2021/10/ftc-imposes-strict-limits-davita-incs-future-mergers-following-proposed-acquisition-utah-dialysis;

Press Release, Fed. Trade Comm’n, FTC Requires Northeast Supermarkets Price Chopper and Tops Market Corp. to

Sell 12 Stores as a Condition of Merger (Nov. 9, 2021), https://www.ftc.gov/news-events/news/pressreleases/2021/11/ftc-requires-northeast-supermarkets-price-chopper-tops-market-corp-sell-12-stores-conditionmerger; Press Release, Fed. Trade Comm’n, FTC Requires Generic Drug Marketers ANI Pharmaceuticals, Inc. and

Novitium Pharma LLC to Divest Rights and Assets to Two Generic Products as a Condition of Merger (Nov. 10,

2021), https://www.ftc.gov/news-events/news/press-releases/2021/11/ftc-requires-generic-drug-marketers-anipharmaceuticals-inc-novitium-pharma-llc-divest-rights-assets; Press Release, Fed. Trade Comm’n, FTC Order

Protects Retail Fuel Customers Following Global Partner LP’s Acquisition of Wheels (Dec. 20, 2021),

https://www.ftc.gov/news-events/news/press-releases/2021/12/ftc-order-protects-retail-fuel-customers-followingglobal-partners-lps-acquisition-wheels; Press Release, Fed. Trade Comm’n, FTC Requires ENCAP to Sell Off EP

Energy Corp.’s Entire Utah Oil Business amid Concerns that Deal Would Increase Pain at the Pump (Mar. 25,

2022), https://www.ftc.gov/news-events/news/press-releases/2021/12/ftc-order-protects-retail-fuel-customersfollowing-global-partners-lps-acquisition-wheels; Press Release, Fed. Trade Comm’n, Federal Trade Commission

Preserves Competition for Development and Marketing of Steroid Injectable Drug (Apr. 19, 2022),

https://www.ftc.gov/news-events/news/press-releases/2022/04/federal-trade-commission-preserves-competitiondevelopment-marketing-steroid-injectable-drug; Press Release, Fed. Trade Comm’n, FTC Requires Prince and Ferro

to Sell Off Three Facilities amid Concerns that Deal would Increase Concentration in North American Market for

Procelain Enamel Frit (Apr. 21, 2022), https://www.ftc.gov/news-events/news/press-releases/2022/04/ftc-requiresprince-ferro-sell-three-facilities-amid-concerns-deal-would-increase-concentration; Press Release, Fed. Trade

Comm’n, FTC Acts to Protect Patients Who Rely on Medical Instruments Used in Sinus Procedures (May 10,

2022), https://www.ftc.gov/news-events/news/press-releases/2022/05/ftc-acts-protect-patients-who-rely-medicalinstruments-used-sinus-procedures; Press Release, Fed. Trade Comm’n, FTC Acts to Protect South Carolina and

Alabama Markets from Anticompetitive Gasoline Terminal Deal (June 2, 2022), https://www.ftc.gov/newsevents/news/press-releases/2022/06/ftc-acts-protect-south-carolina-alabama-markets-anticompetitive-gasoline-

9

terminal-deal; Press Release, Fed. Trade Comm’n, FTC Acts to Protect Pet Owners from Private Equity Firm’s

Anticompetitive Acquisition of Veterinary Services Clinics (June 13, 2022), https://www.ftc.gov/newsevents/news/press-releases/2022/06/ftc-acts-protect-pet-owners-private-equity-firms-anticompetitive-acquisitionveterinary-services; Press Release, Fed. Trade Comm’n, FTC Acts to Restore Competitive Markets for Gasoline and

Diesel in Michigan and Ohio (Jun. 14, 2022), https://www.ftc.gov/news-events/news/press-releases/2022/06/ftcacts-restore-competitive-markets-gasoline-diesel-michigan-ohio; Press Release, Fed. Trade Comm’n, FTC Takes

Second Action Against JAB Consumer Partners to Protect Pet Owners from Private Equity Firm’s Rollup of

Veterinary Services Clinics (June 29, 2022), https://www.ftc.gov/news-events/news/press-releases/2022/06/ftctakes-second-action-against-jab-consumer-partners-protect-pet-owners-private-equity-firms-rollup-of-veterinaryservices-clinics; Press Release, Fed. Trade Comm’n, FTC Approves Consent Order Addressing Concerns Over

Tractor Supply’s Acquisition of Orscheln Farm and Home (Oct. 11, 2022), https://www.ftc.gov/newsevents/news/press-releases/2022/10/ftc-approves-consent-order-addressing-concerns-over-tractor-supplysacquisition-orscheln-farm-home.

7

Remarks of Avinash Mehrotra on CNBC, Client Sentiment and Recent M&A Data Give Us Optimism in Deal

Activity, Says Goldman’s Mehrotra (Sept. 13, 2023), https://www.cnbc.com/video/2023/09/13/client-sentiment-andrecent-ma-data-give-us-optimism-in-deal-activity-says-goldmans-mehrotra.html.

8

Remarks of Roger Altman on CNBC, There's Been a Sea Change in the M&A Regulatory Environment, Says

Evercore Founder Roger Altman (Mar. 6, 2023) https://www.cnbc.com/video/2023/03/06/theres-been-a-sea-changein-the-ma-regulatory-environment-says-evercore-founder-roger-altman.html.

9

See Order Returning Matter to Adjudication and Dismissing Complaint, In re Meta Platforms, Inc., Docket No.

9411 (Feb. 24, 2023), https://www.ftc.gov/system/files/ftc_gov/pdf/d09411commorderdismisscomplaint.pdf.

10

In addition to Microsoft/Activision, the other pending matters are ICE/Black Knight, Amgen/Horizon, and

IQVIA/Propel Media.

11

See Opinion of the Commission, In re Illumina, Inc., Docket No. 9401 (Mar. 31, 2023),

https://www.ftc.gov/system/files/ftc_gov/pdf/d09401commissionfinalopinion.pdf.

12

See Decision and Order Granting Respondents’ Application for a Stay Pending Judicial Review, In re Illumina,

Inc., Docket No. 9401 (Apr. 24, 2023),

https://www.ftc.gov/system/files/ftc_gov/pdf/d09401commissionordergrantingstay.pdf.

13

Respondents’ Motion to Withdraw Matter from Adjudication to Discuss Settlement, In re Altria Group, Inc.,

Docket No. 9393 (Mar. 21, 2023), https://www.ftc.gov/legal-library/browse/cases-proceedings/191-0075-altriagroupjuul-labs-matter.

14

Id., Order Taking Official Notice and Withdrawing Proceeding from Adjudication (May 4, 2023).

15

Id., Order to Return Case to Adjudication, Vacate Initial Decision, and Dismiss Complaint (June 20, 2023).

16

See Complaint for a Temporary Restraining Order and Preliminary Injunction, FTC. v. Microsoft Corp., No. 3:23cv-02880 (N.D. Cal. 2023), https://www.cand.uscourts.gov/wp-content/uploads/cases-of-interest/FTC-vMicrosoft/FTCComplaint.pdf.

17

See Complaint for a Temporary Restraining Order and Preliminary Injunction, FTC v. Meta Platforms, Inc., No.

3:22-cv-04325 (N.D. Cal 2022),

https://www.ftc.gov/system/files/ftc_gov/pdf/221%200040%20Meta%20Within%20TRO%20Complaint.pdf

18

See Complaint, FTC v. Illumina Inc., No. 3:21-cv-00800 (D.D.C. 2021),

https://www.ftc.gov/system/files/documents/cases/illuminagrailfedctcomplaint.pdf. This case was subsequently

transferred to the Southern District of California, and the court dismissed the complaint without prejudice on June 1,

2021. FTC v. Illumina Inc., No. 3:21-cv-00800 (S.D. Cal 2021),

https://www.ftc.gov/system/files/documents/cases/illuminagrailjudgmentdismissal.pdf.

19

See Complaint, FTC v. Amgen, Inc., No. 23-cv-3053 (N.D. Ill. 2023),

https://www.ftc.gov/system/files/ftc_gov/pdf/2310037amgenhorizoncomplainttropi.pdf.

20

See In re Microsoft/Activision Blizzard, Docket No. 9412 (F.T.C. 2023), https://www.ftc.gov/legallibrary/browse/cases-proceedings/2210077-microsoftactivision-blizzard-matter.

21

See In re Meta/Zuckerberg/Within, Docket No. 9411 (F.T.C. 2023), https://www.ftc.gov/legallibrary/browse/cases-proceedings/221-0040-metazuckerbergwithin-matter.

22

See In re Illumina, Inc., and GRAIL, Inc., Docket No. 9401 (F.T.C. 2023), https://www.ftc.gov/legallibrary/browse/cases-proceedings/201-0144-illumina-inc-grail-inc-matter.

10

23

See In re Amgen, Inc. and Horizon Therapeutics plc, Docket No. 9414 (F.T.C. 2023), https://www.ftc.gov/legallibrary/browse/cases-proceedings/231-0037-amgen-inc-horizon-therapeutics-plc-matter.

24

See In re Altria Group/JUUL Labs, Docket No. 9393 (F.T.C. 2022), https://www.ftc.gov/legallibrary/browse/cases-proceedings/191-0075-altria-groupjuul-labs-matter.

25

See FED. TRADE COMM’N, FTC CONGRESSIONAL BUDGET JUSTIFICATION FISCAL YEAR 2024 at 55,

https://www.ftc.gov/system/files/ftc_gov/pdf/p859900fy24cbj.pdf.

11