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Hart-Scott-Rodino Act › Board of Directors

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 -
Brownstein Hyatt Farber Schreck

FTC Proposes ‘Comprehensive Redesign of the Premerger Notification Process’

Brownstein Hyatt Farber Schreck on

This summer, the Federal Trade Commission (“FTC”) issued a Notice of Proposed Rulemaking (“NPRM”) proposing extensive revisions to the rules that implement the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended...more

Fenwick & West LLP

Tech Companies Bear the Brunt of DOJ Push on Interlocking Directorates

Fenwick & West LLP on

The United States Department of Justice (DOJ) announced last week that directors at several technology companies have resigned as a consequence of the agency’s renewed focus on overlapping board membership between...more

Benesch

Private Equity: Do You Have Seats on Boards of Companies in the Same Industry?

Benesch on

​​​​​​​Last week, the U.S. Department of Justice (DOJ) sent letters to multiple public companies, investors and individuals advising of concerns of “interlocking directorates” and stating that it may bring lawsuits for...more

Foley Hoag LLP

Private Equity Subject to Increased Antitrust Scrutiny from DOJ

Foley Hoag LLP on

Transactions involving private equity should expect to face antitrust concerns from the DOJ that go beyond the question of how many competitors will remain afterwards, even if the transactions do not trigger an HSR filing. ...more

Pillsbury Winthrop Shaw Pittman LLP

Open up the PIPEs: Current Market Considerations

Pillsbury Winthrop Shaw Pittman LLP on

Private investments in public equity are likely to become more popular as investors and public companies utilize PIPEs to navigate market turbulence. In the face of tremendous market uncertainty, PIPE transactions offer...more

Dorsey & Whitney LLP

Increase in HSR Reportability Thresholds and Other HSR Developments

Dorsey & Whitney LLP on

On January 28, 2020, the Federal Trade Commission (FTC) announced the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act,...more

Dechert LLP

Hart-Scott-Rodino Annual Increases Announced; New Thresholds To Go Into Effect In Late February

Dechert LLP on

On January 27, 2020, the U.S. Federal Trade Commission ("FTC") announced in the Federal Register that the dollar-based thresholds applicable to the Hart-Scott-Rodino (“HSR”) premerger notification program will be raised about...more

Foley & Lardner LLP

HR and HSR: Insider Purchases and Executive Compensation Can Require Antitrust Reporting

Foley & Lardner LLP on

Quick: Does your company have any insiders who either now or in the future may own $90 million or more in company stock?  The CEO?  The founder?  A member of the board?  If so, then now is the time for a crash course in the...more

Dorsey & Whitney LLP

Increase in HSR Reportability Thresholds and Other HSR Developments

Dorsey & Whitney LLP on

On February 15, 2019, the Federal Trade Commission (FTC) announced the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act,...more

Perkins Coie

Hart-Scott-Rodino Annual Report for Fiscal Year 2017: Increases in Filings, Decreases in Second Requests and Challenged Deals

Perkins Coie on

The Hart-Scott-Rodino Annual Report Fiscal Year 2017, published earlier this year by the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ), summarizes FTC and DOJ actions conducted under the...more

Sheppard Mullin Richter & Hampton LLP

Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

Sheppard Mullin Richter & Hampton LLP on

1. Higher Thresholds For HSR Filings - On January 19, 2017, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The...more

Skadden, Arps, Slate, Meagher & Flom LLP

Revised HSR Thresholds Announced

Skadden, Arps, Slate, Meagher & Flom LLP on

On January 19, 2017, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino...more

Cooley LLP

Blog: Options to Acquire: How these Creative Acquisition Strategies Differ from a Traditional Purchase

Cooley LLP on

Creative acquisition strategies are offering both buyers and targets additional opportunities to grow their businesses through M&A. One strategy that we are seeing parties use is the “option to acquire” structure, which...more

Proskauer Rose LLP

FTC Announces 2016 Thresholds Under HSR Act and Clayton Act

Proskauer Rose LLP on

Primary merger filing threshold raised from $76.3 million to $78.2 million - Last week, the FTC announced revisions to HSR Act and Clayton Act Section 8 thresholds, which it revises each January to account for inflation...more

Proskauer Rose LLP

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

Proskauer Rose LLP on

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

Morrison & Foerster LLP

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

Morrison & Foerster LLP on

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

Goodwin

Latest H-S-R Act Enforcement Is a Cautionary Tale for Minority Investors

Goodwin on

Generally speaking, stock purchases which will cause an investor to hold more than $76.3 million of the target’s voting securities may require a pre-closing notification under the Hart-Scott-Rodino (“H-S-R”) Act. But there...more

Mintz

Investment Fund Violates “Investment-Only” HSR Exemption

Mintz on

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

Adler Pollock & Sheehan P.C.

Mergers & Acquisitions Glossary

Adler Pollock & Sheehan P.C. on

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Perkins Coie

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

Perkins Coie on

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

Skadden, Arps, Slate, Meagher & Flom LLP

"Revised HSR Thresholds Announced"

Skadden, Arps, Slate, Meagher & Flom LLP on

On January 17, 2014, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino...more

Perkins Coie

Federal Merger Enforcement Increases To Highest Level In Five Years

Perkins Coie on

Hart-Scott-Rodino Filings Decreased Slightly in 2012, but Percentage of Investigations Leading to Second Requests and Enforcement Actions Increased; FTC Continues to Enforce HSR Act in Connection with Corporate Officers' and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2013 Insights: Global M&A

Skadden, Arps, Slate, Meagher & Flom LLP on

M&A activity in 2012 continued to be constrained by uncertain macroeconomic conditions, which have dampened dealmakers’ confidence. Although there were several bright spots in transactional activity, momentum was difficult to...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Revised HSR Thresholds Announced"

Skadden, Arps, Slate, Meagher & Flom LLP on

On January 10, 2013, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino...more

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