In January 2025, three energy companies paid a record $5.6 million civil penalty after their deal teams shared competitively sensitive information and coordinated operations during the HSR waiting period. SideNote.ai makes sure your deal team doesn't make the same mistake.
In the XCL/Verdun/EP Energy case, deal teams assumed operational control, halted drilling operations, coordinated customer pricing, and exchanged daily production data — all during the HSR waiting period. Every action was traced through internal communications. The FTC investigated. The DOJ filed the complaint.
SideNote educates employees on why premature operational coordination, pricing alignment, or territory assignment violates HSR requirements. In the record penalty case, the deal team ordered drilling stoppages and coordinated customer prices. SideNote would have explained the law and stopped the conduct itself.
Competitively sensitive information must stay within designated channels. In the XCL case, parties exchanged non-public pricing, production volumes, and delivery capabilities daily without safeguards. SideNote detects when CSI is being shared outside clean room boundaries.
Not all pre-closing planning is prohibited. SideNote distinguishes between permissible framework discussions and impermissible operational coordination — helping deal teams stay productive without creating the documented violations that trigger enforcement.
Activate SideNote's M&A mode for specific deal teams and timelines. Deploy across everyone who touches the deal — ops, finance, integration planning, not just the core deal team. When a deal closes or terminates, monitoring adjusts automatically.
Your integration lead starts drafting a Slack message to the cross-functional team: "I just got off the phone with their head of operations. We agreed to pause drilling in the overlapping acreage until we can consolidate after close." SideNote coaches them immediately, explaining that coordinating operational decisions during the HSR waiting period constitutes gun jumping under the Clayton Act. The integration lead understands the risk and decides not to pursue the coordination at all.
The prohibited conduct never happens. The employee learned why premature coordination is illegal and chose to maintain competitive independence. The deal team continues at speed with real-time guardrails that prevent violations, not just clean up communications.
XCL, Verdun, and EP Energy paid a record civil penalty after their deal teams assumed operational control during the HSR waiting period. Verdun directed EP to raise prices for certain customers. XCL ordered drilling stoppages. All documented in communications that the FTC followed from start to finish.
Even when the FTC approves a deal, communications during the process can create lasting consequences. The FTC approved Exxon's $64.5B acquisition of Pioneer but banned the CEO from the board based on communications that preceded the deal. What your team writes during a deal follows you after close.
The FTC's new HSR rules require more detailed filings, broader document production, and earlier disclosure of deal rationale. The additional scrutiny means the communications your deal team creates during diligence and planning face a wider lens of regulatory review.
See how SideNote.ai keeps deal teams moving fast without creating the communications that become enforcement exhibits.
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