News & Analysis as of

Department of Justice (DOJ) Voting Securities

Alston & Bird

FTC Increases Hart–Scott–Rodino Act Thresholds and Filing Fees for 2024

Alston & Bird on

Our Antitrust and Mergers & Acquisitions Groups analyze this year’s Hart–Scott–Rodino Act adjustments and the Federal Trade Commission’s plans for a potential government shutdown....more

HaystackID

A Hart-Scott-Rodino Act Transaction Update (July FY 2023)

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Editor’s Note: The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of...more

HaystackID

A Positive Trend? A Hart-Scott-Rodino Act Transaction Update (June FY 2023)

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Editor’s Note: The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of...more

HaystackID

Will April Showers Bring May Flowers? A Hart-Scott-Rodino Act Transaction Update (April FY 2023)

HaystackID on

Editor’s Note: The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of...more

Husch Blackwell LLP

FTC Increases 2022 Hart-Scott-Rodino Filing Thresholds

Husch Blackwell LLP on

The Federal Trade Commission (FTC) recently announced an increase as part of its annual adjustment to the monetary thresholds that apply to mergers and acquisitions per the Hart-Scott-Rodino Antitrust Improvements Act of...more

Vinson & Elkins LLP

The HSR Act Applies to People Too: Individual Investors and Filing Obligations

Vinson & Elkins LLP on

In late December 2021, the U.S. Federal Trade Commission (“FTC”) settled charges in two separate matters for failure-to-file violations of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. § 18a (“HSR Act”)....more

Dechert LLP

Significant fines imposed in HSR failure to file actions

Dechert LLP on

On December 22, 2021, the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) announced that they had entered into settlements with Clarence L. Werner and Biglari Holdings Inc. (Biglari)...more

Dorsey & Whitney LLP

New FTC Position on Debt and HSR Valuation

Dorsey & Whitney LLP on

On August 26, the Federal Trade Commission announced a new position on an important factor in determining whether a transaction must be reported under the Hart-Scott-Rodino Act: whether debt repayment at closing counts in...more

Pillsbury Winthrop Shaw Pittman LLP

HSR Thresholds Will Decrease for 2021 Transactions

Size-of-transaction threshold under Hart-Scott-Rodino Act will decrease to $92 million; the first threshold decrease since 2010. As a result of the decrease in the U.S. Gross National Product for 2020 due to the COVID-19...more

Skadden, Arps, Slate, Meagher & Flom LLP

FTC and DOJ Propose ‘Modernizing Merger Filing’ Rules

On Monday, September 21, 2020, the Federal Trade Commission (FTC) and Department of Justice (DOJ) jointly released two proposed rule changes to the Hart-Scott-Rodino (HSR) premerger filing requirements for acquiring parties....more

Morgan Lewis

US Antitrust Laws: Investment Guidance for Deals, Dealmakers Amid Economy’s Inevitable Rebound

Morgan Lewis on

US antitrust laws already on the books facilitate rapid investment without government delay: important practical tools and rules for dealmakers and their counsel in the wake of the coronavirus (COVID-19) pandemic and the...more

Locke Lord LLP

HSR Reporting Requirements: They Can Apply to Conversions of Voting Securities, Too

Locke Lord LLP on

Most corporate lawyers and investment professionals are probably familiar with the reporting requirements that apply to large corporate mergers and acquisitions. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976...more

Proskauer Rose LLP

Merger Woes for Hedge Fund as Obscure HSR Rule Spells Trouble and $600K Penalty

Proskauer Rose LLP on

According to a complaint filed by the Department of Justice, several funds affiliated with Third Point Management failed to file and observe the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976...more

Hogan Lovells

Third Point to pay monetary penalty to settle allegations of HSR Act violations

Hogan Lovells on

On 28 August 2019 investment advisor Third Point LLC (Third Point) and three funds under its control – Third Point Partners Qualified L.P., Third Point Ultra, Ltd., and Third Point Offshore Fund Ltd. (collectively, the Third...more

Fenwick & West LLP

FTC: New HSR Thresholds for 2019

Fenwick & West LLP on

The annual adjustment of the dollar thresholds for pre-acquisition filings under the Hart-Scott-Rodino Act will take effect late March. All transactions closing on or after the effective date will be governed by the new...more

Jones Day

All Merger Side Letters Must Be Included in HSR Filings

Jones Day on

The Situation: Previously, neither the Federal Trade Commission nor the Department of Justice has provided clear guidance on whether side letters must be submitted with filings associated with the Hart–Scott–Rodino Antitrust...more

Foley & Lardner LLP

Hart-Scott-Rodino and Interlocking Directorates Thresholds Rise for 2018

Foley & Lardner LLP on

On January 29, 2018, the FTC published the latest annual adjustments to the statutory thresholds under both the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) (HSR) and Section 8 of the Clayton Act (15...more

Mintz

HSR Jurisdictional Thresholds Increased in Annual Adjustment

Mintz on

The Federal Trade Commission (FTC) announced on January 26, 2018, increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR...more

Kramer Levin Naftalis & Frankel LLP

Debt Dialogue: April 2017 - Exemptions from HSR Filing Requirements in a Bankruptcy Reorganization

The Hart-Scott-Rodino Act requires parties to an acquisition of voting securities or assets to file a report form with the Federal Trade Commission (FTC) and Department of Justice (DOJ), and to observe a waiting period before...more

Seyfarth Shaw LLP

Update On Annual Adjustment To HSR Reporting Threshold And Recent Enforcement Actions Against Investors

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The Federal Trade Commission (FTC) recently announced that the 2017 size-of-transaction threshold for reporting proposed mergers and acquisitions under Section 7A of the Clayton Act, as added by the Hart-Scott-Rodino...more

Cooley LLP

Alert: Revised 2017 Hart-Scott-Rodino Antitrust Thresholds

Cooley LLP on

On January 19, 2017, the Federal Trade Commission announced its annual revisions to the Hart-Scott-Rodino Act ("HSR") jurisdictional thresholds, increasing key thresholds approximately 3.3% to reflect changes in the gross...more

Proskauer Rose LLP

FTC Announces 2017 Thresholds Under HSR Act and Clayton Act

Proskauer Rose LLP on

Primary HSR filing threshold will be raised to $80.8 million - The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As...more

Cadwalader, Wickersham & Taft LLP

FTC Announces 2017 Thresholds for Merger Control Filings Under the HSR Act and Interlocking Directorates Under the Clayton Act

The Federal Trade Commission (“FTC”) has announced its annual revisions to the dollar jurisdictional thresholds in Section 7A of the Clayton Act and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR...more

Manatt, Phelps & Phillips, LLP

Investors Beware: The Bar Is Being Raised on HSR Violations

Under the Hart-Scott-Rodino (HSR) Act, parties to transactions meeting certain size thresholds are required to notify the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission and to observe a...more

Goodwin

Third Penalty in Two Months Against a Minority Investor Again Signals Increased FTC Enforcement of the H-S-R Act

Goodwin on

For the third time in less than two months, the U.S. Federal Trade Commission (FTC) has announced an enforcement action against a minority investor who failed to comply with the Hart-Scott-Rodino (“H-S-R”) Act notification...more

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