On 15 September 2021, FTC issued a report on unreported acquisitions by the biggest tech firms.

• The report analyzes acquisitions by Alphabet/Google, Amazon, Apple, Facebook, Microsoft.
• Captures how these firms devoted tremendous resources to acquiring start-ups, patent portfolios, and entire teams of technologists, done largely outside of purview of FTC .
• Technology platform inquiry focused on 616 transactions valued at or above $1mn.
• Of the 616 transactions, 94 exceeded the HSR Size of Transaction threshold.
• In 36% of the transactions, the acquirer assumed some amount of debt or liabilities.
• Over 79% of transactions used deferred/contingent compensation to founders and key employees; majority of transactions in each transaction range were for domestic firms.
• At least 39.3% of transactions in which target company’s age was available involved firms that, as of the time of transaction consummation, were less than five years old.
• Khan said underscores the need for FTC to closely examine reporting requirements under the Hart-Scott-Rodino Act (HSR) and to identify areas where the FTC may have created loopholes that unjustifiably enable acquisition deals to fly under the radar.
• Under two-thirds of non-reported transactions involved acquisition of domestic assets.
• So important to closely collaborate and cooperate with FTC international counterparts.
• Found non-competes clauses had a significant role in how firms designed transactions.
• Over 76% had non-compete clauses for founders and key employees of acquired firms.