Threading the Needle—Avoiding Antitrust Violations During the M&A Pre-Closing Period

Wilson Sonsini Goodrich & Rosati
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Merging parties need to share information and cooperate while negotiating a merger, conducting due diligence, and navigating integration processes. These needs, however, often dovetail with antitrust laws—specifically, the Sherman Act and the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act)—which strictly regulate conduct between parties prior to the closing of a merger or acquisition, and can impose personal and company liability. One liability arises when companies prematurely combine business operations, often referred to as “gun jumping.

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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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