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The FTC secured a $12 million settlement with Edwards Lifesciences and Genesis MedTech over a 2024 transaction the companies structured to evade Hart-Scott-Rodino (HSR) Act premerger filing requirements. The enforcement action signals the FTC is prioritizing aggressive scrutiny of deal structures designed to circumvent HSR thresholds, even when parties argue transactions fall below mandatory reporting levels. In-house counsel should audit recent and pending M&A deal structuring to confirm all HSR filing obligations are satisfied, and retain detailed documentation of any threshold analysis to defend against potential enforcement claims.

The FTC reached a $12 million combined settlement with Edwards Lifesciences and Genesis MedTech after determining the parties structured a 2022 asset purchase to avoid triggering Hart-Scott-Rodino Act pre-merger notification requirements. The agreement included terms that delayed transfer of operational control and voting rights until after the statutory HSR waiting period would have lapsed, allowing the transaction to close without a required filing. The settlement signals the FTC’s heightened focus on enforcing HSR compliance for all transaction structures, including those designed to circumvent filing thresholds. In-house counsel should review pending and completed deals for potential HSR gaps, and ensure future transaction structuring does not include provisions intended to avoid pre-merger notification obligations.