DOJ Challenges Parker-Hannifin’s Acquisition of CLARCOR

On October 6, 2017, Cravath prepared for its clients a memo entitled “DOJ Challenges Parker-Hannifin’s Acquisition of CLARCOR.” The memo discusses the lawsuit filed on September 26, 2017 by the Department of Justice Antitrust Division (“DOJ”) against Parker-Hannifin Corp. and CLARCOR Inc., alleging that Parker-Hannifin’s $4.3 billion acquisition of CLARCOR seven months earlier created an unlawful monopoly for aviation fuel filtration systems and filter elements and seeking a court order to partially unwind the deal. The action serves as a reminder that Hart-Scott-Rodino clearance does not shield a transaction from later antitrust scrutiny and challenge, even for a very small part of the business and even after the transaction has closed. The memo further points out that there are no “de minimis exceptions” to Clayton Act Section 7’s prohibitions, and that parties to a merger must think carefully about whether to present any clear and potentially problematic overlaps up front in the merger review process, particularly where they anticipate potential customer complaints.

Please click here to read the memo.