News & Analysis as of

Final Rules Mergers

WilmerHale

So You Went Public via a Reverse Merger? Are You a Shell Company?

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In recent years, a variety of alternative paths to public ownership and trading liquidity have emerged. The reverse merger is among one of the oldest alternatives to a conventional IPO for a private company seeking to become...more

A&O Shearman

Merger control reviews speed up (at least for straightforward cases)

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Speeding up review periods remained a priority for antitrust authorities outside the U.S. They did this through formal rule changes or adjustments in practice. But the increasing complexity of the issues raised by some deals,...more

Whiteford

Client Alert: Winter 2025 Antitrust M&A Law Developments

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The Federal Trade Commission, the agency that administers the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), has announced the annual adjustments to its coverage, filing fee, and other dollar-denominated...more

Akerman LLP

How SBA’s New Rule Will Affect a Small Government Contractor’s Projected Set-Aside Work Following “Disqualifying” M&A Activity

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The Small Business Administration’s (SBA) final rule, which amends numerous requirements concerning small business contracting policies (the Final Rule), went into effect on January 16, 2025. The Final Rule will significantly...more

Epiq

Artificial Intelligence Invigorates the HSR Filing Process

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In October 2024, the Federal Trade Commission (FTC) issued its final rules governing pre-merger notification protocols under the Hart-Scott-Rodino Act (HSR Act). The Antitrust Division of the US Department of Justice quickly...more

Wilson Sonsini Goodrich & Rosati

Expanded HSR Reporting Requirements Now in Effect

As of February 10, 2025, the new Hart-Scott-Rodino (HSR) reporting requirements that expand the volume of documents and information filing parties must submit to the Department of Justice and Federal Trade Commission (FTC)...more

Axinn, Veltrop & Harkrider LLP

HSR Overhaul Goes Into Effect

In a significant milestone for antitrust merger practice and after considerable uncertainty, new HSR rules came into effect today, February 10, 2025. Companies engaged in M&A now face higher burdens in preparing filings,...more

Bass, Berry & Sims PLC

Part II: SBA Final Rule Updates Negative Control Requirements and 8(a) Ownership Rule

On December 17, the Small Business Administration (SBA) published its final rule detailing new recertification requirements following mergers and acquisitions (M&A), new language around negative control for affiliation...more

TransPerfect Legal

Practical Measures to Streamline HSR Filings Under the Revised Premerger Notification Form and Associated Rules

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On October 10, 2024, the Federal Trade Commission (“FTC”) published new and expansive regulations for filing notifications under the Hart Scott Rodino (“HSR”) Act. Among other things, HSR notifications now require the...more

Bass, Berry & Sims PLC

New SBA Rule Overhauls Small Business M&A Landscape

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On December 17, the Small Business Administration (SBA) published its final rule in response to its August 2024 proposed rule and the ensuing comments from the industry. The rule will have a substantial impact on the...more

Venable LLP

SBA Final Rule Changes M&A Landscape for Multiple Award Contracts

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Effective January 16, 2025, the Small Business Administration (SBA) issued a final rule intended to close what SBA considered to be a long-standing loophole in its size recertification rules that allowed a large business to...more

Jenner & Block

New HSR Form and Rules Publications

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On October 10, 2024, the Federal Trade Commission (FTC) unanimously approved changes to the premerger filings required under the Hart-Scott-Rodino (HSR) Act. The new rules go into effect on February 10, 2025, after which any...more

Skadden, Arps, Slate, Meagher & Flom LLP

FTC Announces 2025 HSR Thresholds and Filing Fees as Challenges to New HSR Rules Loom

On January 10, 2025, the Federal Trade Commission (FTC) announced revised notification thresholds and filing fees under the Hart-Scott-Rodino Act (HSR Act), as required by Section 7A of the Clayton Act. If a proposed merger,...more

Baker Donelson

2025 Changes to the HSR Pre-Merger Notification Thresholds, HSR Filing Fees, and Interlocking Directorate Thresholds

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The Federal Trade Commission (FTC) announced on January 10, 2025, changes to the Hart-Scott-Rodino (HSR) Act notification thresholds and filing fees. The 2025 HSR reporting threshold will increase from $119.5 million to...more

Holland & Knight LLP

SBA's New Rule Clarifies Role of Minority Equity Holders in Small Businesses and 8(a) Concerns

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The U.S. Small Business Administration's (SBA) Final Rule, which takes effect on Jan. 16, 2025, makes a range of substantive changes to the regulatory regime for small business contractors. Holland & Knight previously...more

Stinson LLP

HSR Act Updates - Updated Thresholds and a Legal Challenge to the HSR Amendments

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On January 10, 2025, the Federal Trade Commission (FTC) announced the Revised Jurisdictional Thresholds for Section 7A of the Clayton Act to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The U.S. Chamber...more

Fenwick & West LLP

FTC Publishes 2025 Adjusted HSR Thresholds, While Business Groups Sue to Block New Reporting Rules

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On January 10, 2025, the Federal Trade Commission announced 2025 annual statutory adjustments to the Hart-Scott-Rodino Act thresholds. These thresholds determine which mergers and acquisitions must be reported to United...more

Holland & Knight LLP

Understanding Chamber of Commerce v. FTC and Its Implications for the HSR Act

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The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) was enacted to ensure that the antitrust authorities – the Antitrust Division of the U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC) –...more

White & Case LLP

Finally, the Final HSR Rules: Key Takeaways for the New HSR Pre-Merger Notification Form - Update

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On October 10, 2024, the US Federal Trade Commission ("FTC") finalized significant updates to the Hart-Scott-Rodino ("HSR") Form and Instructions ("New HSR Rules"). On November 12, 2024, the New HSR Rules were published on...more

McDermott Will & Emery

SBA’s Final Size Standard Recertification Rule: What Private Equity Companies Need to Know

McDermott Will & Emery on

We previously discussed the US Small Business Administration’s (SBA) proposed rule updating the regulations regarding government contractor size and small business program status recertification. The SBA has now issued the...more

Holland & Knight LLP

The Storm Before the Calm: SBA Final Rule Delays Impact of Future Post-M&A Recertifications

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The U.S. Small Business Administration (SBA) on Dec. 17, 2024, issued a Final Rule that substantially changes the effect of recertifications of size and socioeconomic status under set-aside contracts following the merger or...more

Hogan Lovells

New HSR and interlocking directorate thresholds announced for 2025

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On 10 January 2025, the Federal Trade Commission (FTC) announced the annual jurisdictional adjustments for premerger notification filings made pursuant to Section 7A of the Clayton Act, known as the Hart-Scott-Rodino...more

Vinson & Elkins LLP

Business Groups Sue to Block Enforcement of New HSR Rule

Vinson & Elkins LLP on

On Friday, January 10, 2025, the Chamber of Commerce, Business Roundtable, American Investment Council, and Longview Chamber of Commerce filed a complaint in the Eastern District of Texas against the Federal Trade Commission...more

Axinn, Veltrop & Harkrider LLP

Axinn Antitrust Insight: FTC Announces Revised HSR Thresholds for 2025

Transactions valued at over $126.4 million will require HSR premerger notification in 2025. The updated thresholds are expected to take effect for transactions closing in mid- to late February 2025. These annual updates come...more

Morgan Lewis

FTC Raises Hart-­Scott-­Rodino Thresholds and Filing Fees for 2025

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The Federal Trade Commission (FTC) announced on January 10, 2025 that it will raise the Hart­-Scott­-Rodino Act (HSR Act) jurisdictional and filing fee thresholds. The increased thresholds will go into effect 30 days after...more

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