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.