News & Analysis as of

Acquisitions Hart-Scott-Rodino Act Reporting Requirements

All Merger Side Letters Must Be Included in HSR Filings

by Jones Day on

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

Hart-Scott-Rodino and Interlocking Directorates Thresholds Rise for 2018

by Foley & Lardner LLP on

On January 29, 2018, the FTC published the latest annual adjustments to the statutory thresholds under both the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) (HSR) and Section 8 of the Clayton Act (15...more

HSR Notification Thresholds Increase for 2018

by Bracewell LLP on

The Federal Trade Commission (“FTC”) has announced the annual revisions to the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”) thresholds, which will become effective on February 28, 2018. The revised thresholds will...more

FTC Announces Revised, Other HSR Thresholds for 2018

by Bass, Berry & Sims PLC on

The Hart-Scott-Rodino (HSR) Act requires parties to transactions that meet certain thresholds to notify the Department of Justice (DOJ) and Federal Trade Commission (FTC) and observe a waiting period prior to closing, unless...more

HSR Thresholds Will Increase for 2018 Transactions

Size-of-Transaction Threshold Will Increase to $84.4 Million - On February 28, 2018, revised thresholds for the Hart-Scott-Rodino Act (HSR) will take effect. The thresholds determine whether parties involved in proposed...more

FTC Increases HSR and Clayton Act Thresholds

by Perkins Coie on

The Federal Trade Commission (FTC) last week announced that the reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 (the Act), will be increased....more

Antitrust Alert: Merger Notification Thresholds Increase in 2018

by Jones Day on

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

FTC Announces 2018 Thresholds Under HSR Act and Clayton Act

by Proskauer Rose LLP on

Primary HSR filing threshold will be raised to $84.4 million - The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As...more

HSR Jurisdictional Thresholds Increased in Annual Adjustment

by Mintz Levin on

The Federal Trade Commission (FTC) announced on January 26, 2018, increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR...more

Hart-Scott-Rodino Annual Report for Fiscal Year 2016: Increases in Filings and Second Requests, Impact on Executive Stock...

by Perkins Coie on

The Hart-Scott-Rodino Annual Report Fiscal Year 2016 , published last year by the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ), summarizes FTC and DOJ actions conducted under the Hart-Scott-Rodino...more

FTC Increases HSR and Clayton Act Thresholds

by Perkins Coie on

The Federal Trade Commission (FTC) recently announced that the reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (H-S-R) Antitrust Improvements Act of 1976 (the Act), will be increased....more

Alert: Revised 2017 Hart-Scott-Rodino Antitrust Thresholds

by Cooley LLP on

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

Individual Investors Pay Civil Penalties for Failing to Report Acquisitions of Voting Securities to the Federal Trade Commission

by Reed Smith on

The Hart-Scott-Rodino Act (“HSR Act”) requires companies and individuals to report large transactions above certain thresholds to the Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”), and then to observe...more

FTC Announces 2017 Thresholds for Merger Control Filings Under the HSR Act and Interlocking Directorates Under the Clayton Act

The Federal Trade Commission (“FTC”) has announced its annual revisions to the dollar jurisdictional thresholds in Section 7A of the Clayton Act and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR...more

More Leveraged Buy-Outs to Face HSR Scrutiny as Agency Expands Reporting Requirements

by Proskauer Rose LLP on

The Federal Trade Commission's Premerger Notification Office has expanded the Hart-Scott-Rodino (HSR) reporting requirements for certain leveraged buyouts. M&A practitioners generally are familiar with the HSR premerger...more

August Antitrust Bulletin

by McGuireWoods LLP on

Activist Investor Settles DOJ Premerger Notification Case for Record $11 Million - On July 12, 2016, the U.S. Department of Justice (DOJ) announced that it had reached a settlement in its landmark lawsuit against...more

ValueAct Settlement Marks Record Penalty in Heightened Agency Efforts Against HSR Act Violations

Where is the line drawn between acquisitions of securities made “solely for the purpose of investment” on one hand, and influencing control, thereby requiring regulatory approval, on the other hand? That is the central...more

Record Setting Fine for Violation of HSR Reporting Requirements

by Locke Lord LLP on

On July 12, 2016, the U.S. Department of Justice Antitrust Division (Antitrust Division) announced that it reached a settlement with ValueAct, and its related companies (ValueAct), of alleged violations of the...more

FTC Announces Substantial Increases to Civil Penalties

by White & Case LLP on

On Wednesday, June 29, the Federal Trade Commission (FTC) announced substantial increases to the maximum civil penalties for 16 distinct violations of certain laws enforced by the FTC. Notable increases were announced for...more

Alert: HSR "Investment-Only" Exemption: Lessons from Third Point's Yahoo! Investment

by Cooley LLP on

While acquisitions of up to 10% of the voting interest in a target that are made "solely for the purpose of investment" are in many circumstances exempt from Hart-Scott-Rodino (HSR) reporting requirements, even when the value...more

FTC Narrows Scope of HSR Reporting Exemption for Certain Acquisitions

by Bracewell LLP on

On July 20, 2015, the Federal Trade Commission (FTC) released revisions to its interpretation of the rule, 16 C.F.R. §802.5, that exempts certain acquisitions of “investment rental property assets” from reportability under...more

Buyer Beware: Bazaarvoice and the Risks of Non-Reportable Transactions

by White & Case LLP on

If you thought not having to report your proposed acquisition to the US Department of Justice and the US Federal Trade Commission meant never worrying about antitrust issues, think again. The DOJ’s recent pursuit of...more

Hart-Scott-Rodino Reporting Thresholds Raised

by Dorsey & Whitney LLP on

On January 17, 2014, the Federal Trade Commission announced the annual adjustment to the thresholds that trigger reporting obligations under the Hart-Scott-Rodino Act (HSR Act). Like eight of the past nine annual adjustments,...more

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