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Voting Securities Antitrust Provisions

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A Hart-Scott-Rodino Act Transaction Update (July FY 2023)

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Editor’s Note: The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of...more

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Will April Showers Bring May Flowers? A Hart-Scott-Rodino Act Transaction Update (April FY 2023)

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Editor’s Note: The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of...more

Proskauer Rose LLP

FTC Rings in the New Year with HSR Enforcement and Penalties Front and Center for Investors

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The FTC has announced penalties in two separate enforcement actions totaling almost $2 million for alleged violations of the HSR Act. The matters: U.S. v. Clarence L. Werner c/o Werner Enterprises, Inc.; and U.S. v. Biglari...more

Dechert LLP

Significant fines imposed in HSR failure to file actions

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On December 22, 2021, the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) announced that they had entered into settlements with Clarence L. Werner and Biglari Holdings Inc. (Biglari)...more

Morgan Lewis

US Antitrust Laws: Investment Guidance for Deals, Dealmakers Amid Economy’s Inevitable Rebound

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US antitrust laws already on the books facilitate rapid investment without government delay: important practical tools and rules for dealmakers and their counsel in the wake of the coronavirus (COVID-19) pandemic and the...more

Foley & Lardner LLP

HR and HSR: Insider Purchases and Executive Compensation Can Require Antitrust Reporting

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Quick: Does your company have any insiders who either now or in the future may own $90 million or more in company stock?  The CEO?  The founder?  A member of the board?  If so, then now is the time for a crash course in the...more

Locke Lord LLP

HSR Reporting Requirements: They Can Apply to Conversions of Voting Securities, Too

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Most corporate lawyers and investment professionals are probably familiar with the reporting requirements that apply to large corporate mergers and acquisitions. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976...more

Proskauer Rose LLP

Merger Woes for Hedge Fund as Obscure HSR Rule Spells Trouble and $600K Penalty

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According to a complaint filed by the Department of Justice, several funds affiliated with Third Point Management failed to file and observe the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976...more

Hogan Lovells

Third Point to pay monetary penalty to settle allegations of HSR Act violations

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On 28 August 2019 investment advisor Third Point LLC (Third Point) and three funds under its control – Third Point Partners Qualified L.P., Third Point Ultra, Ltd., and Third Point Offshore Fund Ltd. (collectively, the Third...more

Cadwalader, Wickersham & Taft LLP

FTC Calls “Foul” on Dolan for HSR Violation - No Free-Throw Allowed for Failure to File on Executive Equity Compensation

James L. Dolan, owner of New York’s Knicks and Rangers and Executive Chairman of Madison Square Garden Company (“MSG”), has agreed to pay $609,810 in civil penalties to settle Federal Trade Commission (“FTC”) allegations that...more

Bracewell LLP

FTC Warns That Money Doesn't Have to Change Hands to Trigger HSR Filing

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In a recent blog posting, the Federal Trade Commission (FTC) issued an important reminder that companies and individuals may have reportable transactions under the Hart-Scott Rodino (HSR) Act even if no payment exchanges...more

Mintz

Not Just Mergers – FTC Highlights Commonly Missed HSR Reportable Transactions

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The Premerger Notification Office (the “PNO”) of the Federal Trade Commission (the “FTC”) recently issued a reminder about often overlooked “transactions” that may require notification under the Hart-Scott-Rodino Antitrust...more

Jones Day

All Merger Side Letters Must Be Included in HSR Filings

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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

Foley & Lardner LLP

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

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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

Mintz

HSR Jurisdictional Thresholds Increased in Annual Adjustment

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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

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

Cooley LLP

Alert: Revised 2017 Hart-Scott-Rodino Antitrust Thresholds

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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

Proskauer Rose LLP

FTC Announces 2017 Thresholds Under HSR Act and Clayton Act

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Primary HSR filing threshold will be raised to $80.8 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

Hogan Lovells

HSR and Interlocking Directorate Thresholds Announced for 2017

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On 19 January 2017, the Federal Trade Commission (FTC) released the annual jurisdictional adjustments for premerger notification filings made pursuant to Section 7A of the Clayton Act, known as the Hart-Scott-Rodino Antitrust...more

Cadwalader, Wickersham & Taft LLP

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

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