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New HSR Act Size-of-Transaction Increasing to $119.5 Million; Filing Fee Increases Going Into Effect Soon

On January 22, 2024, the Federal Trade Commission (FTC) published its adjusted reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). The FTC revises the HSR Act thresholds...more

Proposed HSR Rules Upend M&A and Merger Control Review

On June 27, 2023, the Federal Trade Commission (FTC), in collaboration with the Department of Justice (DOJ) Antitrust Division, announced proposed changes to the Hart-Scott-Rodino (HSR) filing and notification form that...more

New HSR Act Size-of-Transaction Increasing to $111.4 Million; New HSR Act Filing Fees Going Into Effect Next Month

On January 26, 2023, the Federal Trade Commission (FTC) published its adjusted reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). The FTC revises the HSR Act thresholds...more

Merger Filing Fee Modernization Act of 2022 Introduces Changes to HSR Filing Fee Structure and New Foreign Subsidy Disclosure...

Tucked into the Consolidated Appropriations Act that President Biden signed in late December was the Merger Filing Fee Modernization Act of 2022 (Filing Fee Modernization Act). The Filing Fee Modernization Act makes...more

FTC Publishes Revised HSR Thresholds for 2022

On January 24, 2022, the Federal Trade Commission (FTC) published its adjusted reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act) in the Federal Register. The FTC revises...more

FTC and DOJ Suspend Early Termination Option for Hart-Scott-Rodino Filings; FTC Decreases Thresholds for Interlocking Directorates...

The Federal Trade Commission (FTC) announced a new temporary suspension of grants of early termination for Hart-Scott-Rodino (HSR) waiting periods, effective February 4, 2021, while the FTC and the Department of Justice...more

FTC Publishes Decreased Hart-Scott-Rodino Thresholds for 2021

On February 2, 2021, the Federal Trade Commission (FTC) published its adjusted reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) in the Federal Register. The revised thresholds,...more

Supreme Court Considers IRS’s Micro-Captive Reporting Requirements

On December 1, 2020, the United States Supreme Court heard oral arguments in CIC Servs. LLC v. Internal Revenue Service, a case challenging the Internal Revenue Service’s (IRS) reporting requirements around certain...more

Department of Justice, Federal Trade Commission Finalize New Vertical Merger Guidance

In a year of many firsts, the U.S. Department of Justice (DOJ) Antitrust Division and the Federal Trade Commission (FTC) Bureau of Competition published new Vertical Merger Guidelines on June 30, 2020 (Guidelines) — the first...more

Hart-Scott-Rodino and Merger Control in the Time of COVID-19

COVID-19 (commonly known as the coronavirus) has now spread to the premerger antitrust review process for reportable proposed acquisitions, investments, joint ventures and nonprofit membership changes. ...more

FTC Releases New Hart-Scott-Rodino Thresholds for 2020

On January 28, 2020, the Federal Trade Commission (FTC) published adjusted reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act) in the Federal Register. Companies...more

DOJ, FTC Publish New Vertical Merger Guidelines for the First Time in 36 Years

On January 10, 2020, the U.S. Department of Justice (DOJ) Antitrust Division and the Federal Trade Commission (FTC) Bureau of Competition published their Draft Vertical Merger Guidelines (Draft Guidelines). This was the first...more

FTC Increases Hart-Scott-Rodino Transaction Thresholds for 2019

On February 15, 2019, the Federal Trade Commission (FTC) published adjusted reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). Companies contemplating a merger should...more

New FTC Guidance Will Require HSR Filings for More Nonprofit Hospital Affiliations/Combinations

Gaining “control” over a nonprofit entity’s board of directors is not the only way to obtain the “beneficial ownership” of the assets of a nonprofit entity necessary to trigger reporting requirements for nonprofit entity...more

When Does Your Transaction Require a Hart-Scott-Rodino Filing? FTC Announces Adjusted Thresholds for 2018

On January 29, the Federal Trade Commission (FTC) published increased reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). The new thresholds represent an approximate 4...more

FTC Releases Updated Best Practices for Merger Reviews

On August 4, 2015, the Federal Trade Commission (FTC) released a guide to best practices for merger investigations, its first update to the Guidelines for Merger Investigations since it published the Reforms to the Merger...more

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