Alleged “Transactional Device” For Avoiding Merger Filings Subject of DOJ and EU Fines

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Earlier this summer, the U.S. Department of Justice (the “DOJ”) filed a proposed final judgment against Canon Inc. (“Canon”) and Toshiba Corp. (“Toshiba”), imposing a $2.5 million civil penalty against each party. The DOJ, which filed a complaint based on a referral from the Federal Trade Commission (“FTC”), alleged that the parties strategically structured the sale of a Toshiba subsidiary to Canon to circumvent the filing requirements of the Hart-Scott-Rodino Act (“HSR Act”). The public comment period on the proposed final judgment runs until August 25, 2019.