Private Equity Agrees to Pay Record $250M for Alleged Premerger Filing Violations

A private equity firm agreed to pay a record $250 million civil penalty to settle DOJ Antitrust Division charges that it repeatedly violated federal premerger antitrust review requirements.

According to the DOJ complaint, the firm failed in 2021 and 2022 to make complete and accurate premerger filings for at least 16 transactions. Among those, the DOJ alleged the firm altered documents in filings for at least eight, made no filing at all for at least two, and systematically omitted required documents from filings for at least 10, with some transactions involving more than one type of violation. The DOJ noted the firm made more than 100 premerger filings since 2021 and was familiar with the requirements as a sophisticated participant in the mergers and acquisitions market.

The DOJ charged the firm with violating 15 U.S.C. 18a ("Hart-Scott-Rodino Antitrust Improvements Act"), which requires parties to transactions above a certain size threshold to submit premerger notifications to the DOJ and the FTC so the agencies can review deals for potential harm to competition under Clayton Act Section 7.

Under the proposed settlement, the firm agreed to pay a $250 million civil penalty. The DOJ said that is the largest civil penalty ever assessed for violating the premerger review law, and more than 20 times any prior Hart-Scott-Rodino penalty the Department has obtained.