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Hart-Scott-Rodino Act › Beneficial Owner

The Hart-Scott Rodino Antitrust Improvements Act is a United States federal statute enacted in 1976 establishing the federal premerger notification program. Under the Act, parties contemplating mergers or... more +
The Hart-Scott Rodino Antitrust Improvements Act is a United States federal statute enacted in 1976 establishing the federal premerger notification program. Under the Act, parties contemplating mergers or acquisitions must notify the Department of Justice and the Federal Trade Commission prior to completing the transaction. Once notified, the DOJ and FTC investigate and make a determination as to whether the proposed transaction will adversely impact U.S. commerce and competition within the market. less -
Paul Hastings LLP

Public Company Watch: February 2024

Paul Hastings LLP on

In the February edition of our Public Company Watch, we cover key issues impacting public companies, including Exxon Mobil filing a complaint seeking a declaratory judgment to exclude a shareholder proposal from Arjuna...more

Paul Hastings LLP

Public Company Watch: October 2023

Paul Hastings LLP on

In the October edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC adopting rules modernizing beneficial ownership reporting and short sale reporting, and issuing new C&DIs...more

Morrison & Foerster LLP

2020 Poison Pill Recap And Current Trends

Morrison & Foerster LLP on

The number of stockholder rights plans (also known as “poison pills”) adopted in 2020 significantly increased compared to prior years. The collapse in public company equity values during the inception of the COVID-19...more

Wilson Sonsini Goodrich & Rosati

Threading the Needle—Avoiding Antitrust Violations During the M&A Pre-Closing Period

Wilson Sonsini Goodrich & Rosati on

Merging parties need to share information and cooperate while negotiating a merger, conducting due diligence, and navigating integration processes. These needs, however, often dovetail with antitrust laws—specifically, the...more

Faegre Drinker Biddle & Reath LLP

New FTC Guidance Will Require HSR Filings for More Nonprofit Hospital Affiliations/Combinations

Faegre Drinker Biddle & Reath LLP on

Gaining “control” over a nonprofit entity’s board of directors is not the only way to obtain the “beneficial ownership” of the assets of a nonprofit entity necessary to trigger reporting requirements for nonprofit entity...more

Wilson Sonsini Goodrich & Rosati

Antitrust Risks of Exchanging Information Before the Deal is Done

Wilson Sonsini Goodrich & Rosati on

The Federal Trade Commission (FTC) recently issued guidance explaining how parties to a merger or acquisition can reduce antitrust risk when exchanging competitively sensitive information prior to closing. The exchange of...more

King & Spalding

DOJ Challenges Illegal Antitrust “Gun Jumping” In Energy Transaction

King & Spalding on

The Department of Justice Antitrust Division recently brought a civil antitrust lawsuit against Duke Energy Corporation, alleging that the electric power generator engaged in illegal “gun jumping” by obtaining beneficial...more

Proskauer Rose LLP

Expanding HSR Gunjumping Enforcement: Swan Song, or Harbinger of What's to Come?

Proskauer Rose LLP on

In a move that may not have stood up under the new administration, the U.S. Department of Justice Antitrust Division settled a matter during the last days of the Obama Administration which involved allegations of...more

Locke Lord LLP

Tools for Targets of Activist Investors

Locke Lord LLP on

A recent interpretation by the staff of the U.S. Securities and Exchange Commission (“SEC”) of the beneficial ownership reporting rules under the Securities Exchange Act and the recent settlement of a lawsuit by the U.S....more

Dorsey & Whitney LLP

Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff...

Dorsey & Whitney LLP on

On July 12, 2016, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions...more

Stinson - Corporate & Securities Law Blog

SEC Clarifies Relationship between HSR Investment Intent and 13D/G Status

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The SEC has issued a new Compliance and Disclosure Interpretation (8-K 103.11) that clarifies the interaction between the investment intent exemption in the HSR rules and the ability to file a Schedule 13G. The CDI poses...more

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