News & Analysis as of

Hart-Scott-Rodino Act Securities and Exchange Commission (SEC) Department of Justice (DOJ)

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 -
Proskauer - Regulatory & Compliance

Proskauer Hedge Fund Trading Guide 2024 – Chapter 1: When Passive Investors Drift Into Activist Status

Proskauer’s Hedge Fund Trading Guide offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also...more

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

FTC: Lower HSR Thresholds for 2021

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The annual adjustment of the dollar thresholds for pre-acquisition filings under the Hart-Scott-Rodino Act will take effect on March 4, 2021. All transactions closing on or after the effective date will be governed by the new...more

King & Spalding

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

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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

Seyfarth Shaw LLP

Update On Annual Adjustment To HSR Reporting Threshold And Recent Enforcement Actions Against Investors

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The Federal Trade Commission (FTC) recently announced that the 2017 size-of-transaction threshold for reporting proposed mergers and acquisitions under Section 7A of the Clayton Act, as added by the Hart-Scott-Rodino...more

Dechert LLP

Antitrust Updates for Private Equity Firms

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In an era of robust merger enforcement by the U.S. antitrust agencies, opportunities abound for private equity firms to acquire divested businesses for value. These acquisitions of divested businesses are increasingly subject...more

Locke Lord LLP

Tools for Targets of Activist Investors

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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...

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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

Locke Lord LLP

Record Setting Fine for Violation of HSR Reporting Requirements

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On July 12, 2016, the U.S. Department of Justice Antitrust Division (Antitrust Division) announced that it reached a settlement with ValueAct, and its related companies (ValueAct), of alleged violations of the...more

WilmerHale

Civil Fines Jump Across Agencies Under Inflation Adjustment Act

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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

Locke Lord LLP

The HSR Act’s “Investment” Exemption – Strategic Considerations in Light of Recent Enforcement

Locke Lord LLP on

On April 4, 2016 the Department of Justice (DOJ) sued ValueAct Capital (ValueAct), an “activist” investment fund, for violation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act), seeking civil...more

Proskauer Rose LLP

When Passive Investors Take a Stand – HSR Act Enforcement Put to the Test

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Enforcement actions for violations of the Hart-Scott-Rodino Act (HSR) often are announced with substantial money penalties or other restrictions agreed in advance between the agency and the parties. Not so with the Department...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Interpretation of Antitrust Exemption at Heart of DOJ Action Against ValueAct"

On April 4, 2016, the U.S. Department of Justice, Antitrust Division (DOJ) filed a complaint against activist investor ValueAct Capital in California federal court, requesting a $19 million fine for violations of the...more

WilmerHale

2016 M&A Report

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Our 2016 M&A Report offers a detailed review of, and outlook for, the global M&A market. Other highlights include a comparison of deal terms in public and private acquisitions; updates on takeover defenses and public company...more

Goodwin

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

Goodwin on

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

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