During antitrust review between M&A signing and closing, HSR rules restrict an acquiror from beginning to control the target's business....more
1/27/2025
/ Acquisition Agreements ,
Antitrust Provisions ,
Antitrust Violations ,
Competition ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Fines ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
Oil & Gas
Annual revisions to U.S. merger notification thresholds and increased filing fees are expected to take effect in February 2025. Interlocking Directorates thresholds also increase....more
1/14/2025
/ Acquisition Agreements ,
Competition ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Merger Agreements ,
Merger Controls ,
Premerger Notifications ,
Reporting Requirements ,
Threshold Requirements
The Federal Trade Commission ("FTC") unanimously issued a final rule expanding the requirements of premerger filings under the Hart-Scott-Rodino Antitrust Improvements ("HSR") Act of 1976. The HSR Act requires parties to...more
10/15/2024
/ Acquisition Agreements ,
Antitrust Provisions ,
Competition ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
Merger Controls ,
Pre-Merger Filing Requirements ,
Premerger Notifications
Annual increases in U.S. merger notification thresholds and substantially increased filing fees take effect on March 6, 2024.
The Federal Trade Commission ("FTC") announced that the Hart-Scott-Rodino ("HSR") Act filing...more
2/8/2024
/ Civil Monetary Penalty ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Merger Agreements ,
Merger Controls ,
Regulatory Reform ,
Section 8 ,
The Clayton Act ,
Threshold Requirements
The Federal Trade Commission (“FTC”) and U.S. Department of Justice Antitrust Division (“DOJ”) have proposed to expand dramatically the scope and burden of preparing a merger filing in the United States. The proposed changes...more
7/26/2023
/ Acquisition Agreements ,
Antitrust Division ,
Antitrust Provisions ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
Merger Controls ,
NPRM ,
Pre-Merger Filing Requirements
Annual increases in U.S. merger notification thresholds and substantially increased filing fees take effect on February 27, 2023.
The Federal Trade Commission ("FTC") has announced that the Hart-Scott-Rodino ("HSR") Act...more
The Consolidated Appropriations Act, 2023 increases Hart-Scott-Rodino Act filing fees for large transactions, decreases filing fees for small transactions, and requires changes to the HSR Form....more
The lowest U.S. merger notification threshold will exceed $100 million for the first time effective February 23, 2022.
The Federal Trade Commission ("FTC") announced that the Hart-Scott-Rodino ("HSR") Act filing...more
1/27/2022
/ Antitrust Provisions ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Merger Controls ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
Merging parties in all HSR reportable transactions must observe the full 30-day waiting period before closing a deal.
On February 4, 2021, the U.S. antitrust agencies announced that they are temporarily suspending the...more
U.S. merger notification thresholds decline for just the second time; take effect on March 4, 2021.
The Federal Trade Commission ("FTC") announced that the Hart-Scott-Rodino ("HSR") Act thresholds will decrease slightly in...more
2/3/2021
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
Merger control enforcement continues to surge around the world and reaches well beyond the largest and traditionally most active enforcers (e.g., United States, European Commission, China, and Brazil). Beyond these countries,...more
3/9/2020
/ Acquisitions ,
Anti-Competitive ,
Antitrust Provisions ,
Belgium ,
Chile ,
Competition ,
Competition Authorities ,
Costa Rica ,
Cross-Border Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Foreign Entities ,
French Competition Authority ,
Hart-Scott-Rodino Act ,
India ,
Indonesia ,
Ireland ,
Israel ,
Italy ,
Japan ,
Malaysia ,
Merger Controls ,
New Rules ,
Peru ,
Public Comment ,
Saudi Arabia ,
Standard of Review ,
Threshold Requirements ,
Ukraine ,
Vertical Mergers ,
Vietnam
This week, the Federal Trade Commission announced its 2020 adjustments to the Hart-Scott-Rodino ("HSR") Act thresholds. These thresholds determine which mergers and acquisitions must be reported to the federal government...more
2/6/2020
/ Acquisitions ,
Antitrust Provisions ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
The Federal Trade Commission ("FTC") announced changes to the Hart-Scott-Rodino ("HSR") Premerger Notification Rules relating to Item 5 of the HSR Form that take effect starting September 25, 2019. Item 5 currently requires...more
The Development: Antitrust authorities in the United States and European Union have assessed penalties and fines against Canon, and in the United States, Toshiba, for structuring a transaction to avoid premerger notification...more
7/16/2019
/ Anticompetitive Behavior ,
Canon ,
China ,
Corporate Fines ,
Department of Justice (DOJ) ,
EU ,
European Commission ,
Federal Trade Commission (FTC) ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Merger Controls ,
Mergers ,
MOFCOM ,
Notification Requirements ,
Premerger Notifications ,
Reporting Requirements ,
Toshiba ,
Waiting Periods
This Jones Day Global Merger Control Update examines recent developments in merger control regimes, as well as anticipated changes to those regimes worldwide.
Merger control enforcement has continued to surge around the...more
4/19/2019
/ Acquisitions ,
Anti-Monopoly ,
Antitrust Investigations ,
Competition ,
Competition Authorities ,
Corporate Counsel ,
European Merger Control Regulation ,
Federal Trade Commission (FTC) ,
Global Market ,
Hart-Scott-Rodino Act ,
Joint Venture ,
Merger Controls ,
Mergers ,
Size of Transaction Test ,
Threshold Requirements
On March 4, 2019, the Federal Trade Commission published in the Federal Register its 2019 adjustments to the Hart-Scott-Rodino ("HSR") Act thresholds. The adjusted thresholds take effect on April 3, and will remain in effect...more
3/7/2019
/ Acquisitions ,
Antitrust Provisions ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
This Jones Day Global Merger Control Update discusses developments in existing merger control regimes over the first half of 2018, as well as the emergence of new merger control regimes worldwide.
Over the past few years,...more
8/15/2018
/ Acquisitions ,
Canada ,
China ,
Competition Authorities ,
Corporate Counsel ,
Cross-Border ,
Foreign Acquisitions ,
Foreign Investment ,
Germany ,
Hart-Scott-Rodino Act ,
Italy ,
Merger Controls ,
Mergers ,
MOFCOM ,
Size of Transaction Test ,
Threshold Requirements ,
UK
The Situation: The Federal Trade Commission ("FTC") recently published a blog post reminding merging parties to avoid creating antitrust liability through the exchange of competitively sensitive information during merger...more
4/27/2018
/ Acquisitions ,
Antitrust Provisions ,
Competition ,
Confidential Information ,
Contractual Safeguards ,
Department of Justice (DOJ) ,
Due Diligence ,
Federal Trade Commission (FTC) ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Information Sharing ,
Mergers ,
Sensitive Business Information ,
Sherman Act
The Situation: Previously, neither the Federal Trade Commission nor the Department of Justice has provided clear guidance on whether side letters must be submitted with filings associated with the Hart–Scott–Rodino Antitrust...more
2/1/2018
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Premerger Notifications ,
Reporting Requirements ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements ,
Voting Securities
The 2018 adjustments to the Hart-Scott-Rodino ("HSR") Act thresholds take effect February 28, 2018, and will remain in effect through January 2019. The thresholds, which are used to determine when a transaction triggers...more
1/31/2018
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Premerger Notifications ,
Reporting Requirements ,
The Clayton Act ,
Threshold Requirements