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Hart-Scott-Rodino Act Publicly-Traded Companies

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 -
Perkins Coie

New Legislation Affects Antitrust Venue and Foreign Subsidy Disclosures 

Perkins Coie on

President Biden signed into law H.R. 2617, the Consolidated Appropriations Act, 2023 on December 29, 2022. This new legislation includes the Merger Filing Fee Modernization Act of 2022 (MFFMA), which amends the amounts and...more

Fenwick & West LLP

Tech Companies Bear the Brunt of DOJ Push on Interlocking Directorates

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2022 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2022 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more

Perkins Coie

FTC Announces 2021 Changes to HSR and Clayton Act Thresholds, Temporarily Suspends Early Termination

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The U.S. Federal Trade Commission (FTC) recently announced reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 (the Act), will decrease. The Act...more

Foley Hoag LLP

FTC Decreases Thresholds for HSR Filings for First Time Since 2010, Also Decreases Interlocking Directorates Thresholds and...

Foley Hoag LLP on

On February 1, 2021, the Federal Trade Commission (FTC) announced its annual adjustment of the jurisdictional thresholds for pre-merger notification filings under the Hart‐Scott‐Rodino Antitrust Improvements Act of 1976 (HSR...more

King & Spalding

Not So Special – Securities And Antitrust Regulators May Increase Attention To SPACs In The Coming Year

King & Spalding on

In a remarkable year for the equity markets in 2020, the increased use of Special Purpose Acquisition Companies (“SPACs”) to take companies public stands out as a defining trend. In 2020, well-known private businesses – like...more

Pillsbury Winthrop Shaw Pittman LLP

Open up the PIPEs: Current Market Considerations

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

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on the Latest FINRA Guidance on CAB Rules and Fees; New HSR Filing...

SEC/CORPORATE - SEC Proposes Amendments to Financial Disclosure in Regulation S-K and Issues New Guidance - On January 30, the Securities and Exchange Commission voted to propose amendments to certain financial...more

Latham & Watkins LLP

Acquiring a US Public Company: An Overview for the Acquirer

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This guide summarizes certain considerations for a non-US acquirer considering an acquisition of a publicly traded US-based company in a negotiated (i.e., friendly) transaction. In addition to market dynamics and business...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

Seyfarth Shaw LLP

Federal Trade Commission Announces 2018 Hart-Scott-Rodino Act Thresholds

Seyfarth Shaw LLP on

On Friday, January 27, 2018, the Federal Trade Commission (FTC) announced the revised “size of transaction” thresholds for 2018 for reporting proposed mergers and acquisitions under Section 7A of the Clayton Act, as added by...more

Stinson - Corporate & Securities Law Blog

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

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

Latham & Watkins LLP

2015 Guide to Acquiring US Public Companies

Latham & Watkins LLP on

This guide summarizes certain important considerations for acquiring a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger. US public companies are...more

Perkins Coie

Activist Funds Must Comply with HSR Premerger Reporting Rules

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The Federal Trade Commission (FTC) filed a complaint in August 2015 against three affiliated activist hedge fund companies and Third Point LLC, their management company, for acquiring voting securities in Yahoo! Inc. without...more

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