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Below the Threshold, Not Above the Law: FTC Cracks Down on HSR Avoidance

Published

23 July 2026

Topic

regulatory

Sectors

Medtech

Geography

United States

Source

Read at steptoe.com

Verified

Fusion42 · 24 July 2026 · Fusion42 review

The FTC secured $12 million in penalties from Edwards Lifesciences and Genesis MedTech for structuring an acquisition to avoid Hart-Scott-Rodino (HSR) premerger reporting requirements, marking the largest penalty ever for this violation. The settlement signals aggressive enforcement against deal structuring designed to evade antitrust review, with the FTC now scrutinising acquihires, side agreements, and related investments across multiple transaction types.

This Wire brief sits within Fusion42's coverage of Medtech. Wire is Fusion42's founder-focused intelligence feed: each story is connected to the funds and startups it names — every one with a live profile on Raise or Scout — so founders can follow the capital and the momentum behind the headline rather than just the headline itself. Wire analysis is one of the live surfaces Arthur reasons over.

The Wire takeaway

If you're buying a company for near the $134 million threshold, the FTC will now aggregate every side agreement, related investment, or future payment to calculate deal size - and the penalty for getting it wrong is $12 million plus five years of prior-notice requirements, not a filing delay. Structure deals with antitrust counsel from day one, not as an afterthought.

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Topics

Medtech · antitrust · hsr-filing · m-and-a · deal-structuring · ftc-enforcement · compliance-risk