Notícias
TopBuild Abandons Proposed Acquisition of SPI After Antitrust Division Concerns
Monday, April 22, 2024Share
For Immediate Release
Office of Public Affairs
Proposed Deal Would Have Combined Close Competitors and Two of the Largest Providers of Important Building Insulation Products
TopBuild Corp. announced its decision today to abandon its proposed $960 million acquisition of its rival, SPI Parent Holding Company (SPI). The abandonment comes after the department’s competition concerns.
The Justice Department issued the following statement from Assistant Attorney General Jonathan Kanter of the Antitrust Division:
“TopBuild’s proposed acquisition of SPI would have harmed competition across the United States by combining two of the largest providers of important building insulation products and eliminating fierce head-to-head competition between them. I am grateful for the tireless efforts of the Antitrust Division’s lawyers, economists, paralegals and professional staff who made this result possible.”
Updated April 22, 2024
Topic
ANTITRUST
Component
Antitrust DivisionPress Release Number: 24-490
FTC Announces Rule Banning Noncompetes
FTC’s final rule will generate over 8,500 new businesses each year, raise worker wages, lower health care costs, and boost innovation
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Today, the Federal Trade Commission issued a final rule to promote competition by banning noncompetes nationwide, protecting the fundamental freedom of workers to change jobs, increasing innovation, and fostering new business formation.
“Noncompete clauses keep wages low, suppress new ideas, and rob the American economy of dynamism, including from the more than 8,500 new startups that would be created a year once noncompetes are banned,” said FTC Chair Lina M. Khan. “The FTC’s final rule to ban noncompetes will ensure Americans have the freedom to pursue a new job, start a new business, or bring a new idea to market.”
The FTC estimates that the final rule banning noncompetes will lead to new business formation growing by 2.7% per year, resulting in more than 8,500 additional new businesses created each year. The final rule is expected to result in higher earnings for workers, with estimated earnings increasing for the average worker by an additional $524 per year, and it is expected to lower health care costs by up to $194 billion over the next decade. In addition, the final rule is expected to help drive innovation, leading to an estimated average increase of 17,000 to 29,000 more patents each year for the next 10 years under the final rule.
Noncompetes are a widespread and often exploitative practice imposing contractual conditions that prevent workers from taking a new job or starting a new business. Noncompetes often force workers to either stay in a job they want to leave or bear other significant harms and costs, such as being forced to switch to a lower-paying field, being forced to relocate, being forced to leave the workforce altogether, or being forced to defend against expensive litigation. An estimated 30 million workers—nearly one in five Americans—are subject to a noncompete.
Under the FTC’s new rule, existing noncompetes for the vast majority of workers will no longer be enforceable after the rule’s effective date. Existing noncompetes for senior executives – who represent less than 0.75% of workers – can remain in force under the FTC’s final rule, but employers are banned from entering into or attempting to enforce any new noncompetes, even if they involve senior executives. Employers will be required to provide notice to workers other than senior executives who are bound by an existing noncompete that they will not be enforcing any noncompetes against them.
In January 2023, the FTC issued a proposed rule which was subject to a 90-day public comment period. The FTC received more than 26,000 comments on the proposed rule, with over 25,000 comments in support of the FTC’s proposed ban on noncompetes. The comments informed the FTC’s final rulemaking process, with the FTC carefully reviewing each comment and making changes to the proposed rule in response to the public’s feedback.
In the final rule, the Commission has determined that it is an unfair method of competition, and therefore a violation of Section 5 of the FTC Act, for employers to enter into noncompetes with workers and to enforce certain noncompetes.
The Commission found that noncompetes tend to negatively affect competitive conditions in labor markets by inhibiting efficient matching between workers and employers. The Commission also found that noncompetes tend to negatively affect competitive conditions in product and service markets, inhibiting new business formation and innovation. There is also evidence that noncompetes lead to increased market concentration and higher prices for consumers.
Alternatives to Noncompetes
The Commission found that employers have several alternatives to noncompetes that still enable firms to protect their investments without having to enforce a noncompete.
Trade secret laws and non-disclosure agreements (NDAs) both provide employers with well-established means to protect proprietary and other sensitive information. Researchers estimate that over 95% of workers with a noncompete already have an NDA.
The Commission also finds that instead of using noncompetes to lock in workers, employers that wish to retain employees can compete on the merits for the worker’s labor services by improving wages and working conditions.
Changes from the NPRM
Under the final rule, existing noncompetes for senior executives can remain in force. Employers, however, are prohibited from entering into or enforcing new noncompetes with senior executives. The final rule defines senior executives as workers earning more than $151,164 annually and who are in policy-making positions.
Additionally, the Commission has eliminated a provision in the proposed rule that would have required employers to legally modify existing noncompetes by formally rescinding them. That change will help to streamline compliance.
Instead, under the final rule, employers will simply have to provide notice to workers bound to an existing noncompete that the noncompete agreement will not be enforced against them in the future. To aid employers’ compliance with this requirement, the Commission has included model language in the final rule that employers can use to communicate to workers.
The Commission vote to approve the issuance of the final rule was 3-2 with Commissioners Melissa Holyoak and Andrew N. Ferguson voting no. Commissioners’ written statements will follow at a later date.
The final rule will become effective 120 days after publication in the Federal Register.
Once the rule is effective, market participants can report information about a suspected violation of the rule to the Bureau of Competition by emailing noncompete@ftc.gov.
The Federal Trade Commission develops policy initiatives on issues that affect competition, consumers, and the U.S. economy. The FTC will never demand money, make threats, tell you to transfer money, or promise you a prize. Follow the FTC on social media, read consumer alerts and the business blog, and sign up to get the latest FTC news and alerts.
Press Release Reference
FTC Announces Special Open Commission Meeting on Rule to Ban Noncompetes
FTC Proposes Rule to Ban Noncompete Clauses, Which Hurt Workers and Harm Competition
Contact Information
Media Contact
Office of Public Affairs
Related actions
Non-Compete Clause Rulemaking: Notice of Extension of Public Comment Period
Related resources
Fact Sheet on the FTC’s Noncompete Rule
Fact Sheet on FTC’s Proposed Final Noncompete Rule
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The following outline provides a high-level overview of the FTC’s proposed final rule:
- The final rule bans new noncompetes with all workers, including senior executives after the effective date.
- Specifically, the final rule provides that it is an unfair method of competition—and therefore a violation of Section 5 of the FTC Act—for employers to enter into noncompetes with workers after the effective date.
- For existing noncompetes, the final rule adopts a different approach for senior executives than for other workers. For senior executives, existing noncompetes can remain in force. Existing noncompetes with workers other than senior executives are not enforceable after the effective date of the final rule.
- Fewer than 1% of workers are estimated to be senior executives under the final rule.
- Specifically, the final rule defines the term “senior executive” to refer to workers earning more than $151,164 annually who are in a “policy-making position.”
- The FTC estimates that banning noncompetes will result in:
- Reduced health care costs: $74-$194 billion in reduced spending on physician services over the next decade.
- New business formation: 2.7% increase in the rate of new firm formation, resulting in over 8,500 additional new businesses created each year.
- Rise in innovation: an average of 17,000-29,000 more patents each year for the next ten years.
- This reflects an estimated increase of about 3,000 to 5,000 new patents in the first year noncompetes are banned, rising to about 30,000-53,000 in the tenth year.
- This represents an estimated increase of 11-19% annually over a ten-year period.
- Higher worker earnings: $400-$488 billion in increased wages for workers over the next decade.
- The average worker’s earnings will rise an estimated extra $524 per year.
The Federal Trade Commission develops policy initiatives on issues that affect competition, consumers, and the U.S. economy. The FTC will never demand money, make threats, tell you to transfer money, or promise you a prize. Follow the FTC on social media, read consumer alerts and the business blog, and sign up to get the latest FTC news and alerts.
Contact Information
Media Contact
Office of Public Affairs
FTC Moves to Block Tapestry’s Acquisition of Capri
$8.5 billion deal would eliminate competition between Coach, Kate Spade, and Michael Kors
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The Federal Trade Commission today sued to block Tapestry, Inc.’s $8.5 billion acquisition of Capri Holdings Limited, a deal that seeks to combine three close competitors – Tapestry’s Coach and Kate Spade brands and Capri’s Michael Kors brand. If allowed, the deal would eliminate direct head-to-head competition between Tapestry’s and Capri’s brands. It would also give Tapestry a dominant share of the “accessible luxury” handbag market, a term coined by Tapestry to describe quality leather and craftsmanship handbags at an affordable price.
The Commission issued an administrative complaint and authorized a lawsuit in federal court to block the proposed acquisition, alleging that Tapestry’s acquisition of Capri will eliminate fierce competition between the two companies.
The proposed merger threatens to deprive millions of American consumers of the benefits of Tapestry and Capri’s head-to-head competition, which includes competition on price, discounts and promotions, innovation, design, marketing, and advertising. The deal also threatens to eliminate the incentive for the two companies to compete for employees and could negatively affect employees’ wages and workplace benefits. Post acquisition, the combined Tapestry and Capri would employ roughly 33,000 employees worldwide.
“With the goal to become a serial acquirer, Tapestry seeks to acquire Capri to further entrench its stronghold in the fashion industry,” said Henry Liu, Director of the FTC’s Bureau of Competition. “This deal threatens to deprive consumers of the competition for affordable handbags, while hourly workers stand to lose the benefits of higher wages and more favorable workplace conditions.”
Tapestry and Capri currently compete on everything from clothing to eyewear to shoes. Where Tapestry and Capri most vigorously compete against one another – mainly between Tapestry’s Coach and Kate Spade brands against Capri’s Michael Kors brand – is in the “accessible luxury” handbag market. Today, Coach, Kate Spade and Michael Kors continuously monitor each other’s handbag brands to determine pricing and performance, and they each use that information to make strategic decisions, including whether to raise or lower handbag prices.
The deal would eliminate fierce head-to-head competition on many important attributes including on price, discounting, and design. Tens of millions of Americans that purchase Coach, Kade Spade, and Michael Kors products could face higher prices, the FTC’s complaint alleges. If Tapestry acquires Capri, Tapestry would gain a dominant market share in the “accessible luxury” handbag market, dwarfing every other competitor, the FTC alleges.
Tapestry has engaged in a decade-long M&A strategy through serial acquisitions to achieve its dream of becoming a major American fashion conglomerate. It has continuously sought to acquire a variety of fashion brands, successfully pursuing many of its target acquisitions.
Given Tapestry’s pattern of serial acquisitions, the acquisition of Capri will further entrench Tapestry’s stronghold, making it harder for new brands to both enter the market and have a meaningful presence, the FTC alleges. This deal isn’t likely to be Tapestry’s last, as the acquisition of Capri will give Tapestry additional leverage to make even more acquisitions in the future, according to the complaint. As the FTC’s complaint states, documents produced by Tapestry indicate that it has no plans to stop acquisitions even after this proposed merger.
The Commission vote to issue the administrative complaint and authorize staff to seek a temporary restraining order and a preliminary injunction was 5-0. Commissioner Melissa Holyoak voted yes because she has reason to believe that the merger will eliminate substantial head-to-head competition between the parties.
A public version of the complaint will be available and linked to this news release as soon as possible.
NOTE: The Commission issues an administrative complaint when it has “reason to believe” that the law has been or is being violated, and it appears to the Commission that a proceeding is in the public interest. The issuance of the administrative complaint marks the beginning of a proceeding in which the allegations will be tried in a formal hearing before an administrative law judge.
The Federal Trade Commission works to promote competition, and protect and educate consumers. The FTC will never demand money, make threats, tell you to transfer money, or promise you a prize. You can learn more about how competition benefits consumers or file an antitrust complaint. For the latest news and resources, follow the FTC on social media, subscribe to press releases and read our blog.
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Media Contact
Office of Public Affairs
Crest Agro I e Digave notificam a aquisição do controlo conjunto sobre o Grupo Ambiflora
Ficha do processo
Finerge notifica a aquisição do controlo exclusivo sobre a (i) Eólica da Arada; (ii) Eólica da Cabreira; (iii) Eólica de Montemuro, e; (iv) Windminho
Ficha do processo
Decisões
Comissão Europeia
COMMERZBANK IMMOBILIEN / ACH / ACI
Merger
Last decision date: 24.04.2024 Simplified procedure
Ongoing
Investigation phase:1
EQUINOR / SHELL / TOTALENERGIES / JV
Merger
Last decision date: 24.04.2024 Simplified procedure
Ongoing
Investigation phase:1
FTC
Tapestry, Inc./Capri Holdings Limited, In the Matter of
Type of Action
Administrative
Last Updated
April 23, 2024
FTC Matter/File Number
231 0133
Docket Number
9429
Case Status
Pending
Kroger Company/Albertsons Companies, Inc., In the Matter of
The Federal Trade Commission sued to block the largest proposed supermarket merger in U.S. history—Kroger Company’s $24.6 billion acquisition of the Albertsons Companies, Inc.—alleging that the deal is anticompetitive.
Type of Action
Administrative
Last Updated
April 23, 2024
Docket Number
9428
Case Status
Pending
CMA
Microsoft / Inflection AI inquiry
- The CMA is investigating Microsoft Corporation’s (Microsoft) hiring of certain former employees of Inflection AI, Inc. (Inflection AI) and its entry into associated arrangements with Inflection AI.
- Updated: 24 April 2024
Microsoft / Mistral AI partnership merger inquiry
- The CMA is investigating the partnership between Microsoft Corporation (Microsoft) and Mistral AI.
- Updated: 24 April 2024
Amazon / Anthropic partnership merger inquiry
- The CMA is investigating Amazon.com, Inc’s (Amazon) partnership with Anthropic PDC (Anthropic).
- Updated: 24 April 2024
Ingressos no mês
CADE
Ato de concentração nº 08700.002475/2024-31
Alcoa Corporation
Alumina Limited
Edital: 22.04.2024
Ato de concentração nº 08700.002406/2024-27
CCISA165 Incorporadora Ltda.
Gamaro Propriedades Ltda.
Edital: 19.04.2024
Ato de concentração nº 08700.002419/2024-04
NM JUNIOR PARTICIPAÇÕES S.A.
Gafisa S.A.
GAFISA 80 PARTICIPAÇÕES S.A.
Edital: 19.04.2024
Ato de concentração nº 08700.002309/2024-34
Cervejaria Petrópolis S.A – Em Recuperação Judicial
Imcopa – Importação, Exportação e Indústria de Óleos S.A. – Em Recuperação Judicial
Edital: 15.04.2024
Ato de concentração nº 08700.002378/2024-48
CIP S.A.
CERC SA
Edital: 16.04.2024
Ato de concentração nº 08700.002342/2024-64
Cencosud Brasil Atacado Ltda.
Makro Atacadista S.A.
Edital: 16.04.2024
Ato de concentração nº 08700.002307/2024-45
Plano Capivari Empreendimentos Imobiliários Ltda.
Tencasa Investimentos Imobiliários Ltda.
Edital: 15.04.2024
Ato de concentração nº 08700.002264/2024-06
VEOLIA SERVIÇOS AMBIENTAIS BRASIL LTDA.
RAC SANEAMENTO LTDA
Edital: 15.04.2024
Ato de concentração nº 08700.002265/2024-42
CSS United Aut Group Comércio de Veículos Ltda.
BCLV Comércio de Veículos S.A.
José Renato Polyceno Bernardes
Nova Sociedade Incorporações e Participações Ltda.
ABCTA Participações Ltda.
Guilherme Gonçalves Passalacqua
Roberto David Bittencourt Cury
BMMOT Comércio de Veículos Ltda.
Edital: 16.04.2024
Comissão Europeia
GAMMA / KARL ROYER / RHO / HEKTAR MEDIA
Merger
Last decision date: none Simplified procedure
ENBRIDGE / MPLX / ISQ / WPC
Merger
Last decision date: none Super simplified procedure
NEXANS / GRUPPO LTC
Merger
Last decision date: none
HAIER / CCR
Merger
Last decision date: none Simplified procedure