HSR Filings in Light of COVID-19

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In light of the coronavirus pandemic, Friday, the Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (“DOJ,” and collectively the “Antitrust Agencies”) announced modified procedures related to Hart-Scott-Rodino (“HSR”) filings. Under the HSR regime, transactions that meet certain thresholds require notification to the Antitrust Agencies, and are subject to waiting periods during which the parties cannot close.

According to Friday’s announcement, no HSR filings will be accepted on Monday, March 16, 2020. The Antitrust Agencies will resume acceptance of HSR filings on Tuesday, March 17, 2020, albeit in an electronic-only format. Importantly, during this time, the Antitrust Agencies have stated that they will NOT issue any grants of early termination. Thus parties will need to wait the full waiting period, which, for most transactions, is 30 calendar days.

In addition, staff at both Antitrust Agencies are teleworking. While any HSR filings that have already been made are technically still eligible for early termination, we believe the likelihood of such grants is now lower. We will continue to monitor this evolving situation and update you as/when we learn more.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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