On July 7, the Federal Trade Commission (FTC), with the concurrence of the U.S. Department of Justice, announced significant amendments to the Hart-Scott-Rodino (HSR) Premerger Notification Program. A special Katten Client Advisory will be distributed in the next several days describing the changes in detail. The changes will significantly affect private equity funds, hedge funds and other investors who use multiple investment funds as acquisition vehicles and employ common managers for those funds. The amendments will go into effect 30 days after their publication in the Federal Register. The key changes are summarized below.
First, the new HSR Rules expand an Acquiring Person's reporting obligations by requiring that certain information be provided concerning the holdings of the Acquiring Person's "Associates"—a new defined term created in the HSR amendments. While the concept of "Associate" is quite broad, it covers (among other entities) all funds that are commonly operated or whose investment decisions are made by the same investment manager. In effect, it requires all funds in a family of commonly managed funds to provide certain information for the acquiring fund's HSR filing. Currently, only the fund making the acquisition must provide such information.
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