Premerger Notifications

News & Analysis as of

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

FTC Announces Substantial Increases to Civil Penalties

On Wednesday, June 29, the Federal Trade Commission (FTC) announced substantial increases to the maximum civil penalties for 16 distinct violations of certain laws enforced by the FTC. Notable increases were announced for...more

Federal Trade Commission Announces Increased Fines

On June 29, 2016, the Federal Trade Commission (FTC) announced significant increases in the maximum civil penalties for violations of 16 provisions of law it enforces, including the FTC Act and Clayton Act. Effective...more

FTC Raises Maximum Civil Penalty to $40,000; HSR Act and Other Continuing Violations May Incur Civil Penalties of Over $14 million...

Key Points: The FTC is raising the maximum civil penalty that may be imposed for certain violations from $16,000 to $40,000. For HSR Act violations, where penalties may be imposed for each day the person is in...more

Maximum Civil Penalties for HSR Violations to Increase to $40,000 per Day

For parties considering a merger or other transaction, the civil penalties for failing to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) are about to increase significantly. On June 29,...more

Premerger Notification Arrives in the Philippines

The Philippine Competition Commission has implemented compulsory merger control, while other Philippine antitrust provisions await full application. The world’s 12th most populous nation joins the global antitrust...more

Antitrust: FTC Announces Annual Update of Thresholds for Premerger Notification Filings and Interlocking Directorates for 2016...

The Federal Trade Commission (the FTC) has revised the monetary thresholds applicable to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act). The HSR Act requires companies proposing a merger or...more

FTC Revises Hart-Scott-Rodino Thresholds; Minimum Size for Reportable Transactions Increases to $78.2 Million

On January 21, 2016, 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 Increased Hart-Scott-Rodino Thresholds - January 2016

On January 21, 2016, the Federal Trade Commission (FTC) announced revised jurisdictional thresholds for determining whether a proposed transaction must be reported to federal authorities under the Hart-Scott-Rodino (HSR)...more

Federal Trade Commission Announces Adjusted HSR Thresholds for 2016

On January 21, 2016, 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

FTC Increases HSR Jurisdictional Thresholds

The Federal Trade Commission (FTC) announced on January 21, 2016 increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act)....more

Government Opposes Health Care Merger Between Penn State Hershey and PinnacleHealth Citing Potential for Reduced Competition and...

This week, the Federal Trade Commission (“FTC”) and the Pennsylvania Office of the Attorney General (“Attorney General”) publicly opposed the anticipated merger between Penn State Hershey Medical Center (“Penn State Hershey”)...more

Investment Fund Violates “Investment-Only” HSR Exemption

At the request of the Federal Trade Commission (“FTC” or “Commission”), the Department of Justice (“DOJ”) filed this week in federal court a proposed settlement to charges that an investment fund violated the...more

Third Point Settles FTC Charges That They Violated U.S. Premerger Notification Requirements

On August 24, 2015, the FTC announced that Third Point Funds (“Third Point”), which includes three affiliated hedge funds commonly managed, agreed to settle FTC charges that it violated premerger reporting requirements in...more

Alert: HSR "Investment-Only" Exemption: Lessons from Third Point's Yahoo! Investment

While acquisitions of up to 10% of the voting interest in a target that are made "solely for the purpose of investment" are in many circumstances exempt from Hart-Scott-Rodino (HSR) reporting requirements, even when the value...more

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

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

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

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