Transaction “Designed” to Evade Merger Control Leads to U.S. and EU Penalties

Click here to read the full article online

Antitrust authorities in the United States and European Union have assessed penalties and fines against Canon, and in the United States, Toshiba, for structuring a transaction to avoid premerger notification filings and waiting period requirements. If the European Commission’s decision stands, Canon will pay more than $34 mil- lion in fines and penalties related to the transaction in the EU, U.S., and China. Toshiba will pay just $2.5 million in the United States. Antitrust authorities around the world enforce their merger control statutes and waiting period requirements aggressively. Penalties for gun jumping (either failing to file or observe standstill obligations) are likely to grow as more jurisdictions enact premerger filing and standstill obligations and transactions have an increasingly global dimension.