News & Analysis as of

Hart-Scott-Rodino Act Exemptions Federal Trade Commission (FTC)

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 -
Goodwin

Investment Firms Be on Alert: Antitrust Agencies Propose Changes that Would Increase HSR Filings

Goodwin on

The Federal Trade Commission and the Antitrust Division of the Department of Justice (the “Agencies”) recently proposed two changes to the Hart-Scott-Rodino (“HSR”) rules that, if implemented, will materially impact private...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

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

Epstein Becker & Green

Not-For-Profit Exemption from HSR’s Filing Requirements

Epstein Becker & Green on

Although transactions involving not-for-profit entities can trigger premerger filing requirements under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”), a transaction that results in the formation of a not-for-profit...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

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

Orrick, Herrington & Sutcliffe LLP

ValueAct Settlement Marks Record Penalty in Heightened Agency Efforts Against HSR Act Violations

Where is the line drawn between acquisitions of securities made “solely for the purpose of investment” on one hand, and influencing control, thereby requiring regulatory approval, on the other hand? That is the central...more

WilmerHale

Civil Fines Jump Across Agencies Under Inflation Adjustment Act

WilmerHale on

Civil fines across federal agencies have recently been increased dramatically under the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015 (2015 Act) (Sec. 701 of Public Law 114-74), with some more than...more

McCarter & English, LLP

Hart-Scott-Rodino Thresholds to Increase Effective February 25, 2016

The Federal Trade Commission (“FTC”) has announced revised thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), that will go into effect on February 25, 2016. The revised...more

Proskauer Rose LLP

HSR Enforcement Continues Swiftly: $240K Settlement Announced with FTC for Failure to File

Proskauer Rose LLP on

On the heels of the FTC's recent HSR passive investor exemption enforcement action comes another reminder that HSR compliance is not always clear, and that it is not always easy. The Federal Trade Commission has announced a...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

Saul Ewing LLP

FTC’s New Interpretation of Hart-Scott-Rodino Investment Property Exemption May Disrupt Industries Structured Around Prior...

Saul Ewing LLP on

The Federal Trade Commission’s Bureau of Competition Premerger Notification Staff has announced that Hart-Scott-Rodino Rule 802.5 (the “investment rental property exemption”) will no longer be available if the buyer...more

Latham & Watkins LLP

FTC Limits Investment Rental Property Exemption

Latham & Watkins LLP on

FTC’s reversal will result in more Hart-Scott-Rodino filings for companies in the pipeline, cell tower and billboard industries. The Federal Trade Commission’s Premerger Notification Office (PNO) has significantly...more

Bracewell LLP

FTC Narrows Scope of HSR Reporting Exemption for Certain Acquisitions

Bracewell LLP on

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

Smith Anderson

FTC Announces New HSR Reporting Thresholds for 2013

Smith Anderson on

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”) requires parties to transactions meeting certain size thresholds to make notification filings with the Federal Trade Commission and the Antitrust Division of...more

Mintz

FTC Announces Annual HSR Thresholds Adjustments

Mintz on

The Federal Trade Commission (FTC) announced on January 10, 2013 increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act)....more

Morrison & Foerster LLP

New HSR Filing Thresholds for 2013

On January 10, 2013, the U.S. Federal Trade Commission, the agency charged with administering the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), as amended, and its filing requirements, announced the...more

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