Hart-Scott-Rodino Act The Clayton Act

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 -
News & Analysis as of

Minimizing Antitrust Risk in M&A Transactions

For any company looking to enter into a merger or acquisition, the laundry list of necessary pre-closing tasks can start to add up. But, just as companies must complete due diligence and identify negotiation strategies, it...more

Buyer Beware: Bazaarvoice and the Risks of Non-Reportable Transactions

If you thought not having to report your proposed acquisition to the US Department of Justice and the US Federal Trade Commission meant never worrying about antitrust issues, think again. The DOJ’s recent pursuit of...more

FTC Targets Reporting of Licensing of Pharmaceutical Patents With Special Rules for Premerger Notification: What You Need to Know

On November 15, 2013, the Federal Trade Commission (“FTC”) adopted special rules for determining whether “exclusive” licenses of pharmaceutical patents are required to be reported to the FTC and the Antitrust Division of the...more

Recent Developments in Antitrust Enforcement within High-Tech Markets

In January 2014, the U.S. District Court for the Northern District of California found that Bazaarvoice, Inc. violated Section 7 of the Clayton Act by acquiring its primary rival PowerReviews. The Department of Justice,...more

Pharmaceutical Association Calls Out FTC in Filing Seeking to Enjoin New Rule Targeting the Industry

Last November, the Federal Trade Commission (“FTC”) with the “concurrence” of the Antitrust Division of the Justice Department, and over the strenuous objection of Pharmaceutical Research and Manufacturers of America...more

FTC Announces New Filing Thresholds for Hart-Scott-Rodino Pre-Merger Notifications

The Federal Trade Commission (FTC) has announced the new notification thresholds for pre-merger notification reports that must be filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The...more

Takeaways From Government Victories In Recent Antitrust Merger Trials

Recent government victories in the antitrust challenges to the consummated mergers of Bazaarvoice/PowerReviews and St. Luke’s/Saltzer are the latest in a string of trial successes by the Department of Justice (“DOJ”) and the...more

Corporate and Financial Weekly Digest - Volume IX, Issue 5

In this issue: - FTC Announces New Filing Thresholds for Hart-Scott-Rodino Pre-Merger Notifications - SEC Division of Corporation Finance Issues Three C&DIs Relating to “Unbundling Rule” - NFA Members...more

FTC Announces Higher Hart Scott Rodino Premerger Notification Reporting Thresholds

The Hart-Scott-Rodino Act, 15 U.S.C. 18a (the “HSR Act”), requires parties that are contemplating a merger or the acquisition of assets, voting securities and other non-corporate interests above certain dollar thresholds to...more

HSR Thresholds Will Increase to Highest Levels for Transactions in 2014

On February 24, 2014, revised thresholds for the Hart-Scott-Rodino Act (“HSR”) will take effect. The thresholds determine whether parties involved in proposed mergers, consolidations, or other acquisitions of voting...more

Higher Filing Thresholds for HSR Act Premerger Notifications Effective February 24, 2014

Higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 will become effective on February 24, 2014. The filing thresholds are revised annually, based on the change in gross...more

2014 Changes In Hart-Scott-Rodino Reporting Thresholds

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

Orrick's Financial Industry Week in Review - January 27, 2014

Lehman Court Finds Safe Harbors Protect Damage Calculation Provisions in Swap - Judge James M. Peck issued a significant opinion in the Lehman Brothers bankruptcy late last month, which preserved important safe...more

FTC Announces Revised Thresholds for Clayton Act Antitrust Reviews for 2014

On January 17, the Federal Trade Commission revised the thresholds that determine whether companies are required to notify federal antitrust authorities about a transaction under Section 7A of the Clayton Act, the...more

FTC Announces 2014 Thresholds For Merger Control Filings Under HSR Act And Interlocking Directorates Under The Clayton Act

The Federal Trade Commission (“FTC”) has announced its annual revisions to the dollar jurisdictional thresholds in the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); the revised thresholds...more

FTC Adjusts HSR and Clayton Act Reporting Thresholds

Last week, the FTC adjusted the reporting thresholds for 2014 as required by the H-S-R Act. The interlocking directorate thresholds under Section 8 of the Clayton Act have also been adjusted. The adjustments will become...more

Hart-Scott-Rodino Thresholds Increased Approximately 7 Percent for 2014

This year's revised Federal Trade Commission thresholds under Hart-Scott-Rodino (HSR) represent an approximately 7 percent increase from the existing amounts. They will apply to all applicable transactions on or after...more

FTC Raises Hart-Scott-Rodino Thresholds

Transactions closing toward the end of February will be subject to increased HSR Act jurisdictional and filing fee thresholds. On January 17, the Federal Trade Commission (FTC) announced that it will raise the...more

Federal Trade Commission Announces 2014 Threshold Revisions for HSR Act and for Clayton Act Section 8 Prohibition on Interlocking...

The Hart-Scott-Rodino Antitrust Improvements Act of 1976, commonly known as the HSR Act, requires parties to certain corporate transactions to notify the Federal Trade Commission and Department of Justice, and to observe a...more

Past as Prologue: Rebirth of the Merger Trial and the Bazaarvoice Case

For many years after its implementation, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 seemed to sound the death knell of post-consummation merger trials. By establishing a file-and-wait system rather than the old...more

FTC Revises Hart-Scott-Rodino Thresholds; Minimum Size of Transaction Test Increases to $75.9 Million

On January 17, 2014, the Federal Trade Commission (FTC) announced the latest annual revision to the size thresholds governing premerger notification requirements under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of...more

"Revised HSR Thresholds Announced"

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

DOJ Successfully Challenges Non-HSR Reportable Bazaarvoice Merger

On January 8, 2014, the U.S. District Court for the Northern District of California held that Bazaarvoice, Inc.’s $168 million acquisition of PowerReviews violated Section 7 of the Clayton Act. Section 7 prohibits mergers...more

New FTC Rules for Exclusive Pharmaceutical Patent Licenses

The Federal Trade Commission (FTC) has issued final rules under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) relating to the transfer of exclusive patent rights in the pharmaceutical industry. These new...more

Hart-Scott-Rodino Reporting Thresholds To Increase, Clayton Act Section 8 Interlocking Directorates Thresholds Increased

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

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