The largest proposed grocery store merger in U.S. history is going to court.

On one side are supermarket chains Kroger and Albertsons, which say their planned merger will help them compete against rivals like Costco. On the other side are antitrust regulators from the Federal Trade Commission, who say the merger would eliminate competition and raise grocery prices in a time of already high food price inflation.

Starting Monday, a federal district court judge in Portland, Oregon, will consider both sides and decide whether to grant the FTC’s request for a preliminary injunction. An injunction would delay the merger while the FTC conducts an in-house case against the deal before an administrative law judge.

Kroger, based in Cincinnati, Ohio, operates 2,800 stores in 35 states, including brands like Ralphs, Smith’s and Harris Teeter. Albertsons, based in Boise, Idaho, operates 2,273 stores in 34 states, including brands like Safeway, Jewel Osco and Shaw’s. Together, the companies employ around 710,000 people. Here’s what to know ahead of the hearing, which is expected to last until Sept. 13.

Why do Kroger and Albertsons want to merge?

Kroger and Albertsons – two of the largest grocery chains in the U.S. – announced in October 2022 that they planned to merge. The companies say the $24.6 billion deal would hold down prices by giving them more leverage with suppliers and allowing them to combine their store brands. They say a merger also would help them compete with big rivals like Walmart, which now controls around 22% of U.S. grocery sales. Combined, Kroger and Albertsons would control around 13%.
Why does the FTC want to block the merger?

Antitrust regulators say the proposed merger would eliminate competition, leading to higher prices, poorer quality and lower wages and benefits for workers. In February, the FTC issued a complaint seeking to block the merger before an administrative judge at the FTC. At the same time, the FTC filed the lawsuit in federal court in Oregon seeking the preliminary injunction. The attorneys general of Arizona, California, the District of Columbia, Illinois, Maryland, Nevada, New Mexico, Oregon and Wyoming all joined the federal lawsuit.

Will Kroger and Albertsons close some stores if they merge?

They say no. If the merger is approved, Kroger and Albertsons have agreed to sell 579 stores in places where their stores overlap. The buyer would be C&S Wholesale Grocers, a New Hampshire-based supplier to independent supermarkets that also owns the Grand Union and Piggly Wiggly store brands. Kroger and Albertsons initially planned to divest 413 stores, but the FTC said that plan would not have allowed C&S to be a robust competitor. Kroger and Albertsons agreed to divest additional stores in April. Washington has the most stores that would be divested, with 124, followed by Colorado with 91 and California with 63.
What happens if the Oregon judge issues a preliminary injunction?

If the preliminary injunction is approved, Kroger and Albertsons would likely appeal to a higher court, said Mike Keeley, a partner and antitrust chair at Axinn, Veltrop & Harkrider, a Washington law firm. The case could then move through the FTC’s own judicial system, but since that can take a year or more, companies often abandon a deal before going through the process, Keeley said. Kroger sued the FTC this month, alleging the agency’s internal proceedings are unconstitutional and saying it wants the merger’s merits decided in federal court. In that case, filed in Ohio, Kroger cited a recent Supreme Court ruling that limited the power of the Securities and Exchange Commission to try some civil fraud complaints within the agency instead of in court.

Delaware’s Supreme Court has upheld a judge’s decision in favor of Tesla CEO Elon Musk in a lawsuit challenging the electric car maker’s $2.4 billion acquisition of a solar panel company founded by two of his cousins.

The court on Tuesday rejected arguments from a group of Tesla shareholders that a Chancery Court judge erred in finding that Tesla’s deal to acquire SolarCity in 2016 was “entirely fair.” The judge made that determination even while finding that the process by which Tesla’s board of directors negotiated and recommended the deal to shareholders was “far from perfect.”

While noting errors in the trial court’s fair price analysis, and agreeing that the deal process was not “pitch perfect,” the justices said the record is replete with factual findings and credibility determinations indicating that the acquisition was “entirely fair.”

“We are convinced, after a thorough review of the extensive trial record, that the trial court’s decision is supported by the evidence and that the court committed no reversible error in applying the entire fairness test,” Justice Karen Valihura wrote in the court’s 106-page opinion.

Typically, under Delaware’s “business judgment” rule, courts give deference to a corporate board’s decision-making unless there is evidence that directors had conflicts or acted in bad faith. If a plaintiff can overcome the business judgment rule’s presumption because the deal involved a controlling shareholder or because directors might have been conflicted, the board’s action is subject to an “entire fairness” analysis. That shifts the burden to the corporation to show that the deal involved both fair dealing and fair price.

At the time of the acquisition, Musk owned about 22% of Tesla’s common stock and was the largest stockholder of SolarCity, as well as chairman of its board of directors.

The justices concluded that the findings by former Vice Chancellor Joseph Slights III, which were not challenged by the shareholders, support the conclusion that the overall deal process was the product of fair dealing. The Supreme Court also said that, while Slights failed to explain why and how he relied on Solar City’s stock price on the day the deal was announced, rather than the lower price on the day the deal closed, his fair price analysis did not amount to reversible error.

“The Court of Chancery, after examining all of the expert testimony and fair price evidence, found that the fair price case was not even close,” Valihiura noted.

An attorney for the shareholders argued in March that the Chancery Court judge put too much emphasis on the price Tesla paid for SolarCity, and not enough on the deal process, which the plaintiffs contend was tainted by the failure to appoint an independent committee to negotiate the deal. He also argued that the judge’s analysis of the deal price was flawed and that shareholders who voted to approve the deal were not properly informed, even though the vote was not required under Delaware law.

A federal judge on Friday rejected a request for a new election that might have forced a 50-50 split in Virginia's House of Delegates, calling ballot mistakes cited by Democrats a "garden-variety" problem that doesn't merit federal intervention.

Democrats had hoped a new election in the 28th District would provide an opportunity for an even split in the chamber, which is now on track to be controlled by a 51-49 GOP majority.

Democrats cited state election officials who said 147 voters received the wrong ballot before Republican Bob Thomas beat Democrat Joshua Cole by only 73 votes.

It is the second defeat in as many days for Democrats. On Thursday, election officials broke a tie vote in another House district by drawing names from a bowl, and picking the Republican.

It is the second time Ellis has rejected a request to intervene in the race. Last month he rejected a request to issue a temporary restraining order that would have barred state elections officials from certifying Thomas as the winner. In both rulings, Ellis said he was leery of interjecting federal courts into a state elections process.

The Supreme Court has dealt a setback to a deal between two private companies that left one as the owner of the only two hospitals in a southwestern Georgia city.

The justices ruled unanimously Tuesday that lower courts improperly dismissed complaints that the merger, aided by a public hospital authority, created a monopoly in hospital services in Albany, Ga.

The Federal Trade Commission tried to block the deal by arguing that it violated federal antitrust law.

Justice Sonia Sotomayor said in her opinion for the court that an exception in antitrust law for actions taken by a state or its agencies — in this case, the hospital authority — did not shield the transaction from federal antitrust concerns.

Lower federal courts allowed Albany's Phoebe Putney Memorial Hospital to buy Palmyra Medical Center from Hospital Corporation of America for $195 million over the FTC's objection.

Both hospitals now are nominally owned by the Hospital Authority of Albany-Dougherty County, but run by the Phoebe Putney Health System under long-term leases. The money for the Palmyra purchase came from the health system, not the authority.

The court has long accepted that the some business deals that lead to monopolies that otherwise would raise antitrust concerns are allowable if they are done by states. But in such cases, the states have to explain clearly why competition is not in the public interest and they have to ensure a level of control and oversight of the monopolies.

A federal appeals court has ruled that Albany's Phoebe Putney Memorial Hospital can buy Palmyra Medical Center.

The Albany Herald reports that the 11th U.S. Circuit Court of Appeals upheld a lower court decision that said the sale was not subject to federal antitrust oversight.

The Federal Trade Commission had appealed the lower court ruling. The commission argued that Phoebe Putney and Hospital Corporation of America, Palmyra's parent company, were using the Hospital Authority of Albany-Dougherty County to conceal their actions from federal scrutiny.

Phoebe Putney CEO Joel Wernick said Friday he's eager to move forward with the consolidation of the two hospitals.

The FTC said in a statement Friday that it is concerned the deal will raise health care costs in Albany and said it is considering its options.

Google Inc has bought Zagat, the popular restaurant recommendations and ratings authority, to expand its local content in the niche marketplace that includes Yelp and Yahoo Inc.

Google said the 32-year-old Zagat, which polls consumers and compiles reviews on restaurants around the world, will become a cornerstone of its "local offering" and work in tandem with its mapping services and core search engine.

Founded by Tim and Nina Zagat, their eponymous service provides pocket-sized guides to restaurants in more than 100 cities. It may be one of the earliest forms of user-generated content, Google Vice President Marissa Mayer said in a blogpost on Thursday.

"We are thrilled to see our baby placed in such good hands and to start today as official 'Googlers,'" the founders said in a joint statement.

Zagat will go up against competing services popular with users on the Internet, including Yelp.

JPMorgan Chase & Co. said Thursday it has hired Jim Woolery, an M&A partner with law firm Cravath, Swaine & Moore, to help lead its North America M&A division together with Chris Ventresca.

Former global M&A leader Jimmy Elliott, a 14-year veteran of the New York-based investment bank, is being promoted to the position of global chairman of mergers and acquisitions. He will work with the firm's most important clients on strategic transactions.

The bank also is revamping its health care practice, naming Jeff Stutewill as head of its North America Healthcare group. Stute has been the primary mergers and acquisitions partner and a member of the firm's healthcare practice for 17 years. Robbie Huffines will become vice chairman of investment banking.

Lions Gate is offering to combine its business with MGM in a deal supported by billionaire investor Carl Icahn, who owns stakes in both studios.

Lions Gate Entertainment Corp. said Tuesday it has sent a proposal for a combination with financially troubled Metro-Goldwyn-Mayer Studios Inc.

Lions Gate said the combined company would be owned by its shareholders and by MGM's creditors. These include Icahn.

Terms weren't disclosed, though a report in the Los Angeles Times said the deal would give MGM's lenders a 55 percent in the combined company. Lions Gate and MGM declined to comment.

Icahn said the deal is better than a current proposal to combine MGM with privately held production company Spyglass Entertainment.

Icahn has been trying to buy Lions Gate for more than a year but has been rebuffed by the boutique film studio. Icahn's tender offer for Lions Gate worth $7.50 per share expires Oct. 22.

Johnson & Johnson said Wednesday it is buying Crucell N.V. for about $2.41 billion in a move that will boost the American health care company's vaccine business.

The move had been expected since September, when the companies announced they were in advanced talks. Johnson & Johnson already owns a 17.9 percent stake in the Dutch biotechnology company. The current offer is worth 1.75 billion euros, or 24.75 euros per share in cash for the remainder. That marks a 58 percent premium to Crucell's closing price on Sept. 16., the day before the companies announced a potential deal.

Johnson & Johnson, based in New Brunswick, N.J., has about $64 billion in annual sales and makes a broad range of products from Band-Aids to prescription drugs. It is new to the vaccine market and the Crucell buyout would give it vaccines aimed a childhood, endemic and respiratory diseases.

Johnson & Johnson said it will retain Crucell's existing facilities and senior management, along with current staffing levels. It will use Crucell as the center of its vaccines business and maintain headquarters in Leiden, Netherlands.

Crucell's board supports the deal.

The companies have been working together since 2009 to develop a universal flu vaccine and vaccines directed against infectious and noninfectious diseases.

"This potential combination would provide us with a new platform for growth and advances our goal to deliver integrated health care solutions, with particular emphasis on prevention," said Paul Stoffels, global head of pharmaceutical research and development at Johnson & Johnson, in a statement.

Intel Corp. agreed to buy McAfee Inc. for $7.68 billion, its biggest-ever acquisition, adding security software to its chipmaking arsenal.

McAfee investors will receive $48 a share in cash, Santa Clara, California-based Intel, the world’s largest chipmaker, said in a statement today. That’s 60 percent more than McAfee’s closing price yesterday. Both boards have unanimously approved the deal, Intel said.

The acquisition of McAfee, which trails Symantec Corp. in security software, will give Intel an advantage over other chip companies that must use outside security programs, said Hans Mosesmann, an analyst at Raymond James Associates in St. Petersburg, Florida. The deal also helps Intel expand beyond PCs as Chief Executive Officer Paul Otellini is trying to break into mobile handsets and grow in other portable devices.

“Their ability to be successful in the non-PC market, and even in the PC market, is going to depend more on system solutions, and security is becoming a really big deal,” said Mosesmann. “The security threats that are out there are not going away -- you could argue that they are going to get worse - - and having a tightly coupled hardware and software is a strategic advantage.”

There were eight new law firm combinations announced in the United States in the first quarter of the year, with three of them involving Philadelphia law firms, according to consultancy Altman Weil’s MergerLine Web site.

Newtown Square-based Altman Weil said data show a continuing slowdown of mergers that began in 2009.

“Although we’re seeing a lot more interest in mergers and acquisitions behind the scenes this year, it will take some time for law firms to shift gears from the internal crisis management focus of 2009 back to an outwardly facing, strategic stance,” Altman Weil principal Tom Clay said. “There will be a ramp-up period in the next few quarters before we see the pace of deal-making increase significantly.”

Of the eight law firm combinations announced this year, all involved the acquisition of firms with fewer than 50 lawyers, and five were acquisitions of firms with under 10 lawyers.

The largest acquisition of the first quarter was 245-lawyer, Morristown N.J.-based McElroy Deutsch’s acquisition of 45-lawyer Pepe & Hazard, based in Hartford, Conn. McElroy Deutsch entered the Philadelphia market in 2006 through the acquisition of Monteverde McAlee & Hurd.

RCN, the cable operator, said on Friday that it has agreed to sell itself to the private equity firm ABRY Partners for $1.2 billion, including debt, as the leveraged buyout industry continues to get back to business.

ABRY, a media and telecom specialist based in Boston, will pay $15 a share in cash, a 22 percent premium over Thursday’s closing price.

Private equity firms have been more active this year as they finally put their billions of dollars in untapped funds to use. Earlier this week, Bain Capital agreed to pay $1.63 billion to acquire a unit of Dow Chemicals, and last week CKE Restaurants reached an accord to sell itself to THL Partners for $928 million.
One of the main enablers for the upswing in private equity activity has been the opening up of the credit markets and the willingness of banks to lend to riskier transactions again. ABRY said that it has lined up financing from SunTrust Robinson Humphrey, General Electric’s GE Capital and Societe Generale, among other firms.

Shares in RCN, which provides cable TV and broadband services in the Washington, Philadelphia, New York City, Boston and Chicago areas, have risen about 185 percent over the past 12 months ended Thursday.