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Hart-Scott-Rodino Act › Securities and Exchange Commission (SEC)

The Hart-Scott Rodino Antitrust Improvements Act is a United States federal statute enacted in 1976 establishing the federal premerger notification program. Under the Act, parties contemplating mergers or... more +
The Hart-Scott Rodino Antitrust Improvements Act is a United States federal statute enacted in 1976 establishing the federal premerger notification program. Under the Act, parties contemplating mergers or acquisitions must notify the Department of Justice and the Federal Trade Commission prior to completing the transaction. Once notified, the DOJ and FTC investigate and make a determination as to whether the proposed transaction will adversely impact U.S. commerce and competition within the market. less -
Dechert LLP

DAMITT Q2 2024: Abandonments Dominate the Podium in Merger Enforcement

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The U.S. agencies concluded 11 significant merger investigations in the first half of 2024—just one shy of the total concluded in all of 2023. Activity has picked up considerably since last year but is still below the...more

Proskauer - Regulatory & Compliance

Proskauer Hedge Fund Trading Guide 2024 – Chapter 1: When Passive Investors Drift Into Activist Status

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Proskauer’s Hedge Fund Trading Guide offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also...more

Paul Hastings LLP

Public Company Watch: February 2024

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In the February edition of our Public Company Watch, we cover key issues impacting public companies, including Exxon Mobil filing a complaint seeking a declaratory judgment to exclude a shareholder proposal from Arjuna...more

Paul Hastings LLP

Public Company Watch: October 2023

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In the October edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC adopting rules modernizing beneficial ownership reporting and short sale reporting, and issuing new C&DIs...more

Morgan Lewis

How US Regulatory Changes Are Impacting the Way Sovereign Wealth Funds Invest

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Several US regulatory agencies have proposed or enacted new rules in 2023 aimed at making the investment process more transparent. Many of those changes, including amendments to the Investment Advisers Act of 1940 by the US...more

Paul Hastings LLP

Public Company Watch: July 2023

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In the July edition of our Public Company Watch, we cover key issues impacting public companies, including important reminders for companies’ upcoming Form 10-Q filings; the themes revealed by the 12 proxy contests that have...more

Perkins Coie

New Legislation Affects Antitrust Venue and Foreign Subsidy Disclosures 

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President Biden signed into law H.R. 2617, the Consolidated Appropriations Act, 2023 on December 29, 2022. This new legislation includes the Merger Filing Fee Modernization Act of 2022 (MFFMA), which amends the amounts and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2022 Annual Meeting and Reporting Season

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Companies have important decisions to make as they prepare for the 2022 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more

Fenwick & West LLP

FTC: Lower HSR Thresholds for 2021

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The annual adjustment of the dollar thresholds for pre-acquisition filings under the Hart-Scott-Rodino Act will take effect on March 4, 2021. All transactions closing on or after the effective date will be governed by the new...more

King & Spalding

Not So Special – Securities And Antitrust Regulators May Increase Attention To SPACs In The Coming Year

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In a remarkable year for the equity markets in 2020, the increased use of Special Purpose Acquisition Companies (“SPACs”) to take companies public stands out as a defining trend. In 2020, well-known private businesses – like...more

Morrison & Foerster LLP

FTC Proposed HSR Amendment Could Make It Easier For Activist Investors And Hostile Bidders To Keep Positions Confidential From...

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On September 21, 2020, the Federal Trade Commission (the “FTC”) announced proposed amendments that, if enacted, would make significant changes to the premerger notification rules under the Hart-Scott-Rodino Antitrust...more

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on the Latest FINRA Guidance on CAB Rules and Fees; New HSR Filing...

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SEC/CORPORATE - SEC Proposes Amendments to Financial Disclosure in Regulation S-K and Issues New Guidance - On January 30, the Securities and Exchange Commission voted to propose amendments to certain financial...more

Proskauer Rose LLP

A Practical Guide to the Regulation of Hedge Fund Trading Activities - Chapter 6: When Passive Hedge Funds Decide to Become...

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Passive hedge funds are increasingly considering active roles when they are dissatisfied with the management of specific portfolio companies. After describing such a scenario, the author discusses the steps a dissatisfied...more

Katten Muchin Rosenman LLP

Corporate & Financial Weekly Digest, Featuring Articles on Uncleared Swap Margin Rule, PACE Financing, Hart-Scott-Rodino and...

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BROKER-DEALER - SEC Chairman Clayton and Trading and Markets Director Redfearn Call for a Reassessment of Regulation NMS - On March 8, US Securities and Exchange Commission chairman Jay Clayton and director, Division...more

Proskauer Rose LLP

A Practical Guide to the Regulation of Hedge Fund Trading Activities

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The trading activities of hedge funds raise a number of complex issues under the federal securities laws. Proskauer’s Practical Guide to the Regulation of Hedge Fund Trading Activities offers a concise, easy-to-read overview...more

Cadwalader, Wickersham & Taft LLP

M&A Update: Toehold Accumulations: Further Convergence Between Private Equity and Hedge Fund Strategies

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Over the past few years, private equity funds and hedge funds have increasingly employed tactics traditionally employed by the other as part of their value maximization strategies. Underscoring this convergence has been a...more

Seyfarth Shaw LLP

Update On Annual Adjustment To HSR Reporting Threshold And Recent Enforcement Actions Against Investors

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The Federal Trade Commission (FTC) recently announced that the 2017 size-of-transaction threshold for reporting proposed mergers and acquisitions under Section 7A of the Clayton Act, as added by the Hart-Scott-Rodino...more

Goodwin

Financial Services Weekly News - October 2016 #2

Goodwin on

Editor's Note - Never Satisfied. Despite the Securities and Exchange Commission’s announcement that, in its just completed fiscal year 2016, it filed a record 868 enforcement actions reprimanding misconduct by companies...more

Dechert LLP

Antitrust Updates for Private Equity Firms

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In an era of robust merger enforcement by the U.S. antitrust agencies, opportunities abound for private equity firms to acquire divested businesses for value. These acquisitions of divested businesses are increasingly subject...more

Locke Lord LLP

Tools for Targets of Activist Investors

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A recent interpretation by the staff of the U.S. Securities and Exchange Commission (“SEC”) of the beneficial ownership reporting rules under the Securities Exchange Act and the recent settlement of a lawsuit by the U.S....more

Dorsey & Whitney LLP

Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff...

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On July 12, 2016, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions...more

Locke Lord LLP

Record Setting Fine for Violation of HSR Reporting Requirements

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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

Stinson - Corporate & Securities Law Blog

SEC Clarifies Relationship between HSR Investment Intent and 13D/G Status

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The SEC has issued a new Compliance and Disclosure Interpretation (8-K 103.11) that clarifies the interaction between the investment intent exemption in the HSR rules and the ability to file a Schedule 13G. The CDI poses...more

WilmerHale

Civil Fines Jump Across Agencies Under Inflation Adjustment Act

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Civil fines across federal agencies have recently been increased dramatically under the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015 (2015 Act) (Sec. 701 of Public Law 114-74), with some more than...more

Locke Lord LLP

The HSR Act’s “Investment” Exemption – Strategic Considerations in Light of Recent Enforcement

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On April 4, 2016 the Department of Justice (DOJ) sued ValueAct Capital (ValueAct), an “activist” investment fund, for violation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act), seeking civil...more

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