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Voting Securities

K&L Gates LLP

FDIC Proposes Expanding Change in Bank Control Act Reviews Aimed at Asset Managers

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Executive Summary - Last month, the Federal Deposit Insurance Corporation (FDIC) Board of Directors (FDIC Board) proposed an amendment to its regulations under the Change in Bank Control Act of 1978 (CBCA). Driven by the...more

Cadwalader, Wickersham & Taft LLP

FDIC Proposes To Exercise Now-Dormant Authority Under the Change-in-Bank Control Act

The board of directors of the Federal Deposit Insurance Corporation (“FDIC”) recently proposed a rule change that would reassert its now-dormant authority to review changes in bank control involving bank holding companies....more

Alston & Bird

FTC Increases Hart–Scott–Rodino Act Thresholds and Filing Fees for 2024

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Our Antitrust and Mergers & Acquisitions Groups analyze this year’s Hart–Scott–Rodino Act adjustments and the Federal Trade Commission’s plans for a potential government shutdown....more

HaystackID

A Hart-Scott-Rodino Act Transaction Update (July FY 2023)

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Editor’s Note: The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of...more

HaystackID

A Positive Trend? A Hart-Scott-Rodino Act Transaction Update (June FY 2023)

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Editor’s Note: The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of...more

HaystackID

Will April Showers Bring May Flowers? A Hart-Scott-Rodino Act Transaction Update (April FY 2023)

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Editor’s Note: The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of...more

Bennett Jones LLP

TSX Provides Guidance on Voting Agreements

Bennett Jones LLP on

On February 27, 2023, the Toronto Stock Exchange (TSX) published Staff Notice 2023-0001 (the Notice), providing guidance on how TSX addresses voting agreements entered into between a TSX listed issuer and one or more of its...more

Foley & Lardner LLP

Hart-Scott-Rodino Reporting Thresholds and Filing Fee Structure to Change Significantly

Foley & Lardner LLP on

On January 26, 2023, the FTC published a Notice in the Federal Register announcing the latest annual adjustments to the statutory thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a)...more

Morrison & Foerster LLP

FTC Announces New Increased HSR Filing Thresholds for 2022

On January 24, 2022, the Federal Trade Commission (FTC) published new, higher notification thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The HSR Act requires the FTC to adjust the...more

Husch Blackwell LLP

FTC Increases 2022 Hart-Scott-Rodino Filing Thresholds

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The Federal Trade Commission (FTC) recently announced an increase as part of its annual adjustment to the monetary thresholds that apply to mergers and acquisitions per the Hart-Scott-Rodino Antitrust Improvements Act of...more

Vinson & Elkins LLP

The HSR Act Applies to People Too: Individual Investors and Filing Obligations

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In late December 2021, the U.S. Federal Trade Commission (“FTC”) settled charges in two separate matters for failure-to-file violations of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. § 18a (“HSR Act”)....more

Proskauer Rose LLP

FTC Rings in the New Year with HSR Enforcement and Penalties Front and Center for Investors

Proskauer Rose LLP on

The FTC has announced penalties in two separate enforcement actions totaling almost $2 million for alleged violations of the HSR Act. The matters: U.S. v. Clarence L. Werner c/o Werner Enterprises, Inc.; and U.S. v. Biglari...more

Dechert LLP

Significant fines imposed in HSR failure to file actions

Dechert LLP on

On December 22, 2021, the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) announced that they had entered into settlements with Clarence L. Werner and Biglari Holdings Inc. (Biglari)...more

Dorsey & Whitney LLP

New FTC Position on Debt and HSR Valuation

Dorsey & Whitney LLP on

On August 26, the Federal Trade Commission announced a new position on an important factor in determining whether a transaction must be reported under the Hart-Scott-Rodino Act: whether debt repayment at closing counts in...more

Morgan Lewis - Power & Pipes

FERC Issues Order Clarifying Affiliate Relations for Institutional Investors Under FPA Section 205

On March 18, FERC issued a highly anticipated order denying the petition for declaratory order filed by several electric public utilities addressing the extent to which equity ownership of multiple utility holding companies...more

Bracewell LLP

FERC Delays Implementation of New MBR Database Reporting Requirements and Clarifies Obligation To Report Upstream Owners

Bracewell LLP on

On March 18, 2021, in response to a petition seeking clarification regarding the treatment of certain institutional investors for purposes of the Federal Energy Regulatory Commission’s (“FERC” or “Commission”) regulations,...more

Foley & Lardner LLP

Hart-Scott-Rodino Reporting Thresholds Adjust Downward for Just Second Time Ever

Foley & Lardner LLP on

On February 2, 2021, the Federal Register published an FTC notice announcing the latest annual adjustments to the statutory thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) (HSR)....more

Pillsbury Winthrop Shaw Pittman LLP

HSR Thresholds Will Decrease for 2021 Transactions

Size-of-transaction threshold under Hart-Scott-Rodino Act will decrease to $92 million; the first threshold decrease since 2010. As a result of the decrease in the U.S. Gross National Product for 2020 due to the COVID-19...more

Goodwin

SEC Adopts New Regulatory Framework For Fund-Of-Funds Arrangements

Goodwin on

On October 7, 2020, the Securities and Exchange Commission (the "SEC") adopted Rule 12d1-4 under (the "Rule") the Investment Company Act of 1940 (the "1940 Act") and related amendments designed to put in place a comprehensive...more

Sheppard Mullin Richter & Hampton LLP

Is There an HSR Sea Change on the Horizon? Advance Notice

At the same time as it issued its notice of proposed rulemaking expanding the definition of “person,” the Federal Trade Commission (“FTC”) issued an advance notice of proposed rulemaking (“ANPRM”) to request information...more

Skadden, Arps, Slate, Meagher & Flom LLP

FTC and DOJ Propose ‘Modernizing Merger Filing’ Rules

On Monday, September 21, 2020, the Federal Trade Commission (FTC) and Department of Justice (DOJ) jointly released two proposed rule changes to the Hart-Scott-Rodino (HSR) premerger filing requirements for acquiring parties....more

Perkins Coie

Blockchain Week in Review - June 2020

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The OCC Announces New Acting Comptroller and Includes FinTech Charters Among Focuses - On May 29, 2020, the Office of the Comptroller of Currency (OCC), the primary federal regulator of national banks, announced Brian P....more

Morgan Lewis

US Antitrust Laws: Investment Guidance for Deals, Dealmakers Amid Economy’s Inevitable Rebound

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US antitrust laws already on the books facilitate rapid investment without government delay: important practical tools and rules for dealmakers and their counsel in the wake of the coronavirus (COVID-19) pandemic and the...more

A&O Shearman

Federal Reserve Board Adopts Final Control Regulation

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On January 30, 2020, the Federal Reserve Board (the “Board”) adopted final rules (the “Final Control Regulation”) to provide increased transparency and consistency around determining when an investor company has “control”...more

White & Case LLP

Federal Reserve Finalizes Rule Updating Controlling Influence Framework

White & Case LLP on

On January 30, the Federal Reserve released a highly anticipated final rule that substantially updates and clarifies the agency's regulatory framework for determining when an investor exercises a controlling influence over a...more

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