Federal Trade Commission Dept. of Justice Hart-Scott-Rodino Act

The United States Federal Trade Commission is an independent federal agency established in 1914 by the Federal Trade Commission Act. The agency is charged with protecting consumers from misleading, fraudulent or... more +
The United States Federal Trade Commission is an independent federal agency established in 1914 by the Federal Trade Commission Act. The agency is charged with protecting consumers from misleading, fraudulent or deceptive marketing claims, as well as regulating unfair business practices that undermine the competitive marketplace.    less -
News & Analysis as of

FTC and DOJ Continue HSR Enforcement, Announce Penalties for Violation of “Institutional Investor” Exemption

Leucadia National Corporation has agreed to pay $240,000 to settle charges that it violated the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “Act”) for acquiring shares of KCG Holdings, Inc. (“KCG”) in 2013...more

Applicability of 'Investment Purpose' Exemption to HSR Reportability Focuses on Intent of Equity Purchasers

If a purchaser’s goals shift to include influence on the business management or board composition of the target issuer, an HSR filing must be considered. The Federal Trade Commission (FTC or Commission) has once again...more

FTC Announces Increase in Merger Filings by Insurers and Overall

On August 12, the Federal Trade Commission (FTC) and DOJ released the agencies' 37th Annual Hart-Scott-Rodino Act (HSR) Report, highlighting the 33 merger enforcement actions brought by the agencies over the federal...more

Passive Means Passive! Missed HSR Filing Spurs Antitrust Enforcers' Ire - But Change May Be Coming

The Federal Trade Commission, in its latest enforcement action relating to Hart-Scott-Rodino Act compliance, reminds investors that strict adherence to HSR filing requirements is a must, but also may have signaled that a long...more

Recent FTC Action Underscores Narrow Interpretation of HSR “Investment-Only” Exemption

On August 24, 2015, the Federal Trade Commission (“FTC” or the “Commission”) filed a proposed settlement in federal court regarding alleged violations by Third Point LLC (“Third Point”) of the premerger reporting laws related...more

Antitrust Enforcement Agencies Release Annual Report Summarizing 2014 Merger Enforcement Activity Under Hart-Scott-Rodino

The Hart-Scott-Rodino Antitrust Improvements Act (HSR) requires parties to a proposed acquisition of voting securities or assets meeting certain size threshold requirements to report the transaction to the Federal Trade...more

Investment Fund Violates “Investment-Only” HSR Exemption

At the request of the Federal Trade Commission (“FTC” or “Commission”), the Department of Justice (“DOJ”) filed this week in federal court a proposed settlement to charges that an investment fund violated the...more

Third Point Settles FTC Charges That They Violated U.S. Premerger Notification Requirements

On August 24, 2015, the FTC announced that Third Point Funds (“Third Point”), which includes three affiliated hedge funds commonly managed, agreed to settle FTC charges that it violated premerger reporting requirements in...more

Alert: HSR "Investment-Only" Exemption: Lessons from Third Point's Yahoo! Investment

While acquisitions of up to 10% of the voting interest in a target that are made "solely for the purpose of investment" are in many circumstances exempt from Hart-Scott-Rodino (HSR) reporting requirements, even when the value...more

Private IPOs and Unicorns May Trigger More H-S-R Act Filings

The talk of the financial press and venture community during the first half of 2015 has been of private IPOs and unicorns. And for good reason. According to CB Insights, there are more than 588 investor-backed tech companies...more

FTC Narrows Scope of HSR Reporting Exemption for Certain Acquisitions

On July 20, 2015, the Federal Trade Commission (FTC) released revisions to its interpretation of the rule, 16 C.F.R. §802.5, that exempts certain acquisitions of “investment rental property assets” from reportability under...more

Federal Appeals Court Upholds FTC HSR Rule on Pharma Patent Licenses

Background – the HSR Act: Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act), acquisitions of voting securities, assets and other commercial interests which exceed certain monetary thresholds...more

"Antitrust and Competition: Surveying Global M&A Enforcement Trends"

US: Continuation of Aggressive Review and Enforcement - In 2014, the U.S. Department of Justice’s Antitrust Division (DOJ) and the Federal Trade Commission (FTC) further embraced their aggressive approach to merger...more

New Hart-Scott-Rodino Act Thresholds

This week the Federal Trade Commission (FTC) published the new notification thresholds under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act). This antitrust law requires parties to certain kinds of transactions to...more

Antitrust-Related Recent Developments: DOJ settles gun-jumping case, FTC issues fines for failure to submit HSR filing and FTC...

DOJ fines particleboard manufacturers $4.95 million for gun-jumping violations - On Friday, November 7, 2014, two companies agreed to pay $4.95 million to settle U.S. Department of Justice (DOJ) allegations that the...more

Minimizing Antitrust Risk in M&A Transactions

For any company looking to enter into a merger or acquisition, the laundry list of necessary pre-closing tasks can start to add up. But, just as companies must complete due diligence and identify negotiation strategies, it...more

DOJ Fines Berkshire Hathaway $896,000 for Failure to Comply with Premerger Notification Requirements

On August 20, 2014, Berkshire Hathaway Inc. (“Berkshire Hathaway”) settled with the Department of Justice, Antitrust Division (DOJ) and the Federal Trade Commission (FTC) for its failure to comply with the premerger...more

Hart-Scott-Rodino 2013 Annual Report: Filings Decreased, Transactions Investigated Increased and Enforcement Continues for...

On May 21, 2014, the Federal Trade Commission and the Department of Justice published the Hart-Scott-Rodino Annual Report Fiscal Year 2013 (for the period from October 1, 2012 to September 30, 2013). The Annual Report...more

Buyer Beware: Bazaarvoice and the Risks of Non-Reportable Transactions

If you thought not having to report your proposed acquisition to the US Department of Justice and the US Federal Trade Commission meant never worrying about antitrust issues, think again. The DOJ’s recent pursuit of...more

FTC and DOJ Release FY 2013 HSR Annual Report

On May 21, 2014, the Federal Trade Commission (FTC) and Department of Justice (DOJ) released the Hart-Scott-Rodino Annual Report covering Fiscal Year (FY) 2013 (October 1, 2012 – September 30, 2013). The report describes key...more

Some Interesting Numbers Regarding Merger Review: The Hart-Scott-Rodino Annual Report for Fiscal Year 2013

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) requires that proposed acquisitions of voting securities, assets or non-corporate interests meeting certain criteria be reported to the Federal Trade...more

To Report, or Not to Report, Your Non-Reportable Transaction Is the Question

Just because a proposed transaction does not have to be reported in advance to the Department of Justice (“DOJ”) or the Federal Trade Commission (“FTC”) because it falls below the Hart-Scott-Rodino (“HSR”) Act size of...more

DOJ, Antitrust Division Speaks Out On Non-Reportable Transactions

On April 25, Deputy Assistant Attorney General of Civil Enforcement Leslie Overton gave a speech focused entirely on the Antitrust Division’s enforcement activities related to transactions that do not trigger a filing under...more

Polsinelli Podcast - Keep the Government out of Your Transaction: Practical Antitrust Tips for Mergers [Video]

You're the CEO of a large company considering a merger with a competitor. You've done your due diligence and both companies want to move forward. There are antitrust issues to explore before the deal can be done. In this...more

Pharmaceutical Association Calls Out FTC in Filing Seeking to Enjoin New Rule Targeting the Industry

Last November, the Federal Trade Commission (“FTC”) with the “concurrence” of the Antitrust Division of the Justice Department, and over the strenuous objection of Pharmaceutical Research and Manufacturers of America...more

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