Andrew Ferguson

Acquihire deal structures vary from deal to deal, and so there wouldn't necessarily be sort of a one-size-fits-all rule.

But we are beginning to examine these big acquihire deals that raise a lot of attention so that we can understand when an acquihire is in fact an acquisition that might be covered by the pre-merger review laws.

And when it's not, and we need to understand them before we're sort of out there telling people what the rules are.

But this is, you're right, this has become a big enough deal that we are beginning to look very closely at how these things work, including determining whether we need to promulgate additional guidance here in the coming months about how we understand these acquihires.

So the value that matters for HSR is set by the statute.

That's not really here or there.

But the HSR Act applies to deals where assets or stock are being purchased.

And that's what triggers HSR review.

And so what we need to understand, which is why we're beginning to examine this question now, is when does an acqui-hire involve the acquisition of assets or stock in a way that would trigger the statute?

Look, at the end of the day, I'm a lawyer and a law enforcer, and I enforce statutes, and those statutes have texts.

And so it's my job to understand whether things happening in the marketplace trigger the text that Congress has actually passed for us.

But that's what we're looking at.

We're not trying to set sort of – we wouldn't be setting like acqui-hire rules generally.

We would be looking at deals and trying to understand, you know, does this in fact involve the acquisition or sale of assets or stock?

And is anything being structured as an attempt to circumvent review?

But I'm not here to say this is what the rules are.

There will be hard and fast, clear rules.

There aren't even for the ordinary deals.

We've got the HSR Act and the HSR rules.

But deal structures, even in ordinary M&A, vary widely.