An Overview of Regulatory
There is a wide variety of regulatory considerations in a merger or acquisition, with most of them falling into one of two categories: (1) general regulatory issues affecting all types of transactions, and (2) industry-specific regulatory issues that affect only certain types of transactions in certain industries. The general regulatory considerations include issues such as antitrust, environmental, securities, and employee benefits matters, which are discussed in this chapter. There are also industry-specific regulatory issues, with federal and/or state regulators exercising rights of approval over those transactions that involve a change in ownership or control or that may have an anticompetitive effect on a given industry. Any transaction in the broadcasting, healthcare, insurance, public utilities, transportation, telecommunications, financial services, or even defense contracting industry should be analyzed carefully by legal counsel to determine what level of government approval may be necessary in order to close the transaction. Regulatory agencies such as the Federal Communications Commission (FCC) and the Pension Benefit Guaranty Corporation (PBGC) have broad powers to determine whether the proposed transaction will be in the best interests of the consuming general public or, in the case of the PBGC, the employees and retirees of a given seller.