Premerger Notifications

News & Analysis as of

FTC Limits Investment Rental Property Exemption

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

Expanded FTC Premerger Notification Rules Specific to the Pharmaceutical Industry are Upheld by the D.C. Circuit

The D.C. Circuit recently affirmed a lower court’s decision upholding regulations adopted by the Federal Trade Commission (FTC) requiring a Hart Scott Rodino (HSR) Act premerger notification filing for transfers of patent...more

Orrick's Antitrust and Competition Newsletter (Global) - February 2015

DOJ’s Approval of Revisions to IEEE’s Standard-Setting Policies Provides Guidance for SSOs, Patent Holders, Licensees and Courts - On Feb. 2, 2015, the U.S. Department of Justice issued a business review letter that...more

The New Hart-Scott-Rodino Magic Number is $76.3 Million

The Hart-Scott-Rodino Act ("HSR") requires that transactions over a certain value be reported to the Federal Trade Commission (FTC) and U.S. Department of Justice Antitrust Division at least 30 days prior to closing. That...more

HSR Thresholds Will Increase Slightly for Transactions in 2015

On February 20, 2015, 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

FTC Announces Changes to Hart-Scott-Rodino Filing Requirements

On Jan. 15, 2015, the Federal Trade Commission announced revised thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act). These thresholds determine whether companies are required to...more

"Revised HSR Thresholds Announced"

On January 15, 2015, 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

HSR Filing Threshold Increases to $76.3 Million

The U.S. Federal Trade Commission (“FTC”) announced on January 15, 2015 that the dollar-based thresholds applicable to the Hart-Scott-Rodino (“HSR”) premerger notification program will be raised less than one percent from the...more

FTC Revises Hart-Scott-Rodino Thresholds; Minimum Size of Transaction Test Increases to $76.3 Million

On January 15, 2015, the Federal Trade Commission (FTC) announced the latest annual revision to the size thresholds governing premerger notification requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,...more

FTC Announces Annual Revision to HSR Jurisdictional Thresholds

The Federal Trade Commission (FTC) announced on January 15, 2015 increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act)....more

Federal Trade Commission Announces Adjusted HSR Thresholds for 2015

On January 15, 2015, the Federal Trade Commission announced the annual threshold adjustments for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) (“HSR”). The new thresholds...more

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

Higher Thresholds For HSR Filings - On January 15, 2015, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The...more

Strong HSR Compliance Programs Remain a Necessity

Continued strong antitrust enforcement under the Hart-Scott-Rodino Act (HSR) reminds us that HSR compliance issues can arise in unexpected places. When Berkshire Hathaway Inc. acquired voting securities of Symetra Financial...more

DOJ Fines Berkshire Hathaway $896,000 for Failure to Comply with Premerger Notification Requirements

On August 20, 2014, Berkshire Hathaway Inc. (“Berkshire Hathaway”) settled with the Department of Justice, Antitrust Division (DOJ) and the Federal Trade Commission (FTC) for its failure to comply with the premerger...more

District Court Upholds HSR Rulemaking on Pharmaceutical Patent Licensing Transactions

The transfer of certain patent rights in the pharmaceutical industry will remain subject to the premerger notification rules under the Hart-Scott-Rodino Act (HSR Act) after a federal judge rejected a challenge brought by the...more

New HSR thresholds for 2014

The Federal Trade Commission has announced new filing threshold amounts for HSR Act Premerger Notification Filings. On January 17, 2014, the Federal Trade Commission (“FTC”) announced its approval of new upwardly...more

2014 Hart-Scott-Rodino Requirements

What you need to know: HSR filing thresholds will be adjusted upward effective February 24, 2014. What you need to do: Parties involved in a large merger or acquisition should analyze whether it will...more

FTC Announces Increased HSR Thresholds

The Federal Trade Commission (FTC) announced on January 17, 2014, the revised transaction thresholds that trigger the requirement to file a premerger notification and report form under the Hart-Scott-Rodino Antitrust...more

‘The Past Is Never Dead’: FTC Requires Divestiture of Acquisition Five Years After Deal Closed

The Federal Trade Commission has approved the divestiture of a five-year old acquisition, signifying that neither complete consummation of a transaction nor the passage of time will dissuade the FTC from challenging mergers...more

European Commission reduces notification burden for more mergers

SUMMARY - The European Commission ("Commission") has announced its plans to both reshape the simplified merger notification process within the framework of the EUMR1 in order to extend the option of simplified...more

Antitrust agencies amend premerger notification rules to clarify reporting of certain acquisitions of exclusive patent rights in...

The US Federal Trade Commission, with the concurrence of the Antitrust Division of the US Department of Justice, has amended the premerger notification rules to clarify when a transfer of exclusive rights to a patent or part...more

FTC Expands the Scope of Pharmaceutical Licensing Transactions That Will Be Subject to Premerger Review

The Federal Trade Commission (FTC) recently announced that it has finalized amendments to the premerger notification rules (HSR Rules) that provide a framework for determining when a transaction involving the transfer of...more

Finalized Amendments to Premerger Notification Rules Will Impact Pharma Companies

Pharmaceutical companies that use exclusive patent licenses to bring drugs and medicines to market must now notify the U.S. antitrust agencies of more of these types of licensing transactions and await approval before...more

FTC Orders Greater HSR Reporting of Patent Licenses in the Pharmaceutical Sector

Background. One item on the negotiation checklist for patent licenses in the pharmaceutical sector is compliance with the U.S. Hart-Scott-Rodino (“HSR”) Premerger Notification Rules. The HSR rules require that certain patent...more

HSR Act Rules Expand For Pharmaceutical Licensing Agreements

Rules from the Federal Trade Commission include new requirements for reporting pharmaceutical patent transfers. On November 6, the Federal Trade Commission (FTC) released finalized amendments to the premerger...more

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