US Obtains Largest Penalty For Evading HSR Premerger Notification Req…

The US FTC and DOJ obtained a $12 million penalty against Edwards Lifesciences and Genesis MedTech for structuring the acquisition of JC Medical to intentionally avoid HSR premerger notification thresholds by splitting consideration across a headline purchase price and a contemporaneous investment. The enforcement action signals increased antitrust agency scrutiny of deal structuring designed to evade filing requirements. If you're buying a company just under the HSR threshold, the FTC now treats even a separate investment round as part of the deal price, and penalties are seven figures. Split your consideration across unrelated parties or genuinely different assets—or file.