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DOJ Hits Venue Services Group With $3.5 Million HSR Gun-Jumping Penalty

The US Department of Justice (DOJ) filed a complaint and proposed consent decree alleging that Legends Hospitality Parent Holdings prematurely acquired beneficial ownership – often referred to as “gun jumping” – in connection...more

HSR Considerations for Secondary Sales of Private Company Stock

While investors generally are aware that mergers and acquisitions can require antitrust filings in the United States under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act), they are sometimes surprised to learn that...more

New Hart-Scott-Rodino Act Filing Thresholds, Filing Fees and Interlocking Directorate Thresholds Announced

The Hart-Scott-Rodino (HSR) Act thresholds that govern which mergers & acquisitions must be reported to the US Department of Justice (DOJ) and Federal Trade Commission (FTC) will increase slightly more than 7% in February...more

FTC Proposes Sweeping Changes to HSR Rules That Could Substantially Increase Burden, Time to Prepare Filings

On June 27, 2023, the Federal Trade Commission (FTC) announced a proposal for a radical overhaul to the Hart-Scott-Rodino (HSR) premerger notification program that, if adopted, would dramatically increase costs, burden and...more

New Hart-Scott-Rodino Act Thresholds and Filing Fees Announced

The Hart-Scott-Rodino (HSR) Act thresholds, which govern when acquisitions must be reported to the Department of Justice and Federal Trade Commission, will increase slightly more than 10% in February 2023. The minimum...more

HSR Filing Fees Increase Substantially for Large Transactions, Boost FTC and DOJ Antitrust Enforcement Funding

On December 29, 2022, President Joe Biden signed a funding bill into law that includes provisions that significantly change the filing fees for mergers & acquisitions notifiable under the Hart-Scott-Rodino (HSR) Act. For...more

DOJ Focusing Antitrust Scrutiny on the Boardroom: Is Your Board Ready?

In April 2022, Assistant Attorney General Jonathan Kanter, head of the US Department of Justice’s Antitrust Division, fired a warning shot to companies: “For too long, our Section 8 enforcement has essentially been limited to...more

Hart-Scott-Rodino Act Thresholds Jump in 2022

Basic ‘size-of-transaction’ threshold now $101 million - The Hart-Scott-Rodino Act thresholds, which govern when mergers and acquisitions must be reported to the US Department of Justice and Federal Trade Commission, will...more

Alert: HSR Headwinds: FTC Hits ‘Pause Button’ on HSR Early Terminations

Parties to transactions requiring filings under the Hart-Scott-Rodino (HSR) Act are already facing considerable headwinds from US President Joe Biden’s antitrust enforcement agencies on important substantive and procedural...more

Alert: Hart-Scott-Rodino Act Thresholds Decrease for 2021

Baseline HSR threshold now $92 million The Hart-Scott-Rodino Act requires that parties to certain transactions, including mergers and acquisitions, acquisitions of voting securities, and assets and minority investments, file...more

Alert: Investment Funds Beware: Proposed HSR Amendments Would Increase Reporting Obligations

The US Federal Trade Commission and Department of Justice announced proposed changes to the rules governing Hart-Scott-Rodino (HSR) filings that, if implemented, would significantly increase the number of transactions that...more

Alert: COVID-19: Antitrust Implications of Dynamic Pricing, Online Third-Party Seller Platforms and Price Gouging

COVID-19 has disrupted supply and demand for public health products and other essential goods and services. In response to surging demand, prices for many of these items have increased sharply. These increases have drawn...more

Alert: Will COVID-19 Impact Antitrust Review of M&A Deals and How Can Parties Minimize Disruption?

Antitrust FAQs for Merging Parties - What modifications have the FTC and DOJ made for transactions reportable under the Hart-Scott-Rodino Act? Will timing to receive HSR clearance be impacted?...more

Alert: Hart-Scott-Rodino Act Thresholds Increased for 2020

Basic threshold $94 million effective February 27 - Filing thresholds under the Hart-Scott-Rodino Act will increase 4.4%, effective February 27, 2020, based on the change in the US gross national product during 2019. The...more

Alert: Hart-Scott-Rodino Thresholds Increased for 2019

Basic threshold now $90 million - Filing thresholds under the Hart-Scott-Rodino Act will increase in mid-March by approximately 6.6%, based on the change in the US gross national product. The most critical threshold, which...more

Alert: Antitrust Trends in 2019: Enforcement Watch List for the Year to Come

As 2019 kicks off, the Cooley antitrust group highlights 10 recent developments and trends corporate counsel should be aware of – from the US Supreme Court and lower courts, the Department of Justice and Federal Trade...more

Alert: Consumer Protection Enforcement Trends to Watch as New Leadership Takes Over FTC

With new leadership poised to take the helm at the Federal Trade Commission, now is an opportune time to review consumer protection trends and developments to watch over the coming months as the new commissioners get down to...more

Alert: Revised 2017 Hart-Scott-Rodino Antitrust Thresholds

On January 19, 2017, the Federal Trade Commission announced its annual revisions to the Hart-Scott-Rodino Act ("HSR") jurisdictional thresholds, increasing key thresholds approximately 3.3% to reflect changes in the gross...more

Blog: Treatment of M&A Non-solicits and Employee Comp Diligence Under New Antitrust Guidelines

Last month, the FTC and DOJ issued a set of antitrust guidelines addressing certain employment and compensation practices that are most likely to occur in the high-tech and healthcare industries where highly-skilled employees...more

Alert: DOJ to Criminally Pursue Anticompetitive Employment Violations

On October 20, 2016, the Antitrust Division of the US Department of Justice (DOJ) and the Federal Trade Commission (FTC) jointly released important guidance aimed at informing human resource (HR) professionals (and others...more

Alert: Failure to Comply with the HSR Act: The Price is Going Up

Failure to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") is about to get a lot more expensive. Effective August 1, 2016, the maximum civil penalty for noncompliance with the premerger...more

Alert: Revised 2016 Hart-Scott-Rodino Antitrust Thresholds – Effective February 2016

Filing thresholds under the Hart-Scott-Rodino (HSR) Act will increase by about 2.5%, effective February 25, 2016, raising the level that a transaction's value must exceed to trigger a filing from $76.3 million to $78.2...more

Alert: Revised 2015 Hart-Scott-Rodino Antitrust Thresholds—Effective February 20, 2015

Filing thresholds under the Hart-Scott-Rodino (HSR) Act will increase by about half a percent (0.5%) effective February 20, 2015. The new, higher thresholds apply to all transactions closing on or after that date but before...more

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