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U.S. DOJ seeks rare $3.5 million “gun jumping” penalty against Legends Hospitality for pre-closing conduct in connection with its...

On August 5, 2024, the United States Department of Justice (“DOJ”) filed a rare[1] gun jumping[2] civil lawsuit and proposed settlement in the United States District Court for the Southern District of New York against Legends...more

2024 Increases to HSR Thresholds, Filing Fees, HSR Penalties and Interlocking Directorate Thresholds

The Federal Trade Commission (“FTC”) has announced updated filing thresholds and related filing fees under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The new HSR Act thresholds will...more

Proposed Overhaul of HSR Form Will Dramatically Increase Burden on Filers

Earlier this week, the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Agencies”) announced proposed changes to the premerger notification process that mark the most...more

UPDATE: FTC’s Updated Filing Fees, Increased HSR Thresholds and Increased Interlocking Directorate Thresholds for 2023

The new Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) thresholds will go into effect on February 27, 2023 and will apply to all transactions closing on or after that date. As previewed in...more

Significant US HSR Filing Fee Changes Under The Merger Filing Fee Modernization Act

On December 29, 2022, President Biden signed into law The Consolidated Appropriations Act of 2023 also known as The Omnibus Funding Bill (the “Bill”). The Bill includes the Merger Filing Fee Modernization Act which provides...more

FTC Increases HSR Thresholds in 2022

On January 21, 2022, the U.S. Federal Trade Commission (FTC) announced the annual changes to the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The official publication is...more

Back to the Future—FTC Reinstates and Broadens Prior Approval Policy for Anticompetitive Mergers

On Monday, October 25, 2021, the Federal Trade Commission (FTC) voted along party lines to approve (3-2 with Commissioner Phillips and Commissioner Wilson dissenting) a new Prior Approval Policy Statement (Prior Approval...more

Proposed HSR Rules Affect Investment Firms/Master Limited Partnerships and Minority Acquisitions

The U.S. Federal Trade Commission (FTC) and U.S. Department of Justice Antitrust Division (“DOJ” and collectively, the “Agencies”) recently proposed changes to two aspects of the Hart-Scott-Rodino Act (“HSR Act”). The...more

FTC Increases HSR Thresholds Effective February 27, 2020

On January 28, 2020, the U.S. Federal Trade Commission (FTC) announced the annual changes to the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The new size of transaction...more

FTC Increases HSR Thresholds Effective April 3, 2019

The U.S. Federal Trade Commission (FTC) has revised, and once again raised, the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The new HSR Act thresholds were published in...more

Executive to Pay Civil Penalties for Not Reporting Compensation Share Acquisition Under HSR Act

A senior executive of a public company has agreed to pay $609,810 in civil penalties for acquiring additional voting securities in the company without first making a Hart-Scott-Rodino Act filing and observing the statutory...more

Gun-jumping and Procedural Compliance

The EU and U.S. competition authorities have been and remain active in enforcing gun-jumping cases, while in recent years other competition authorities across the world, including in China, have also become increasingly...more

FTC Warning: Don’t Overshare in Pending Deals

The Federal Trade Commission (FTC) has recently re-emphasized the potential risks of antitrust violations stemming from the exchange of competitively sensitive information during pre-merger negotiations and due diligence....more

FTC Increases HSR Thresholds for 2018

On January 26, 2018, the U.S. Federal Trade Commission (FTC) announced the annual changes to the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The new size of transaction...more

DOJ’s Challenge of Parker-Clarcor: HSR Clearance Does Not Equal Safe From DOJ Challenge

On September 26, the DOJ challenged Parker-Hannifin’s $4.3-billion consummated acquisition of Clarcor, serving as a reminder that receiving HSR clearance does not immunize transactions from being challenged, even after...more

FTC Increases HSR Thresholds for 2017

The US Federal Trade Commission (“FTC”) has revised and, once again, raised the thresholds for the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The HSR Act may require that parties to...more

ValueAct Settles for Record HSR Fine

Activist investor ValueAct Capital agreed to pay an $11 million fine and also agreed to injunctive relief to settle the DOJ’s allegations that it violated the HSR Act in connection with its acquisition of over $2.5 billion of...more

FTC Records Two Wins as Staples-Office Depot Merger Abandoned for a Second Time

On May 10, Staples and Office Depot announced that they would be terminating their $6.3 billion merger in the wake of a federal judge’s decision to issue a preliminary injunction blocking the deal. This represents the second...more

Activism (Re)Defined: DOJ Files Complaint Against ValueAct for Alleged HSR Act Violation

In filing a complaint and seeking $19 million of damages against ValueAct for failing to file a premerger notification and observe the statutory waiting period pursuant to the HSR Act in connection with its 2014 purchase of...more

FTC Increases HSR Notification Thresholds for 2016

Effective February 25, 2016, the US Federal Trade Commission has raised the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act, which requires that parties to proposed stock or asset acquisitions exceeding...more

FTC Increases HSR Notification Thresholds for 2014

The US Federal Trade Commission (“FTC”) has revised and, once again, raised the thresholds for the Hart Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The HSR Act requires that parties to...more

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