Our recent civil penalty action involving Berkshire Hathaway’s failure to file the required Hart-Scott-Rodino notification is a reminder to investors to be alert to common filing mistakes. It is also a reminder that every investor—companies and individuals alike—needs to have a program in place to ensure compliance with HSR filing obligations.
Blog Posts Tagged with Hart-Scott-Rodino Act (HSR)
The PNO handles Hart-Scott-Rodino Premerger Notification Filings for well over a thousand transactions each year. When you submit an HSR Form with all the required information, the PNO can quickly review the filing, and if necessary, forward it to the investigative staff who will focus on determining whether the acquisition presents competitive issues that warrant further review.
“The clock” is a central part of a merger lawyer’s life. HSR merger review is all about managing the clock effectively. Here are some things we’ve been known to say: Is the clock running? When does the clock start? How much time is on the clock?
Today the FTC and DOJ released the 36th Annual Hart-Scott-Rodino Report, a document full of interesting data about federal merger review. The report covers transactions in which the merging parties filed HSR notification between Oct. 1, 2012 to Sept. 30, 2013, and federal merger enforcement actions during the same time period. Here are some notable numbers from the report:
These procedures have been changed as of May 1. Please see the new instructions for delivering HSR filings.
Do bike messengers read blogs about Hart-Scott-Rodino? Maybe not. But anyone who needs to file a HSR premerger notification form after April 25 should read on for information about how to deliver filings at the PNO’s new home on the fifth floor of the Constitution Center.
On April 28, the PNO will move to its new offices on the fifth floor of Constitution Center, located at the corner of 7th and D Streets SW above the L’Enfant Plaza Metro Station. We hope to make this a seamless transition with no interruption in our ability to receive filings. We will continue to accept filings at the current location in the FTC HQ office on the third floor up until 5 p.m. on Friday, April 25, and reopen on the fifth floor of the Constitution Center at 8:30 a.m. on Monday, April 28.
When Congress passed the Hart-Scott-Rodino Antitrust Improvements Act of 1976, it created minimum dollar thresholds to limit the burden of premerger reporting. In 2000, it amended the HSR statute to require the annual adjustment of these thresholds based on the change in gross national product. As a result, reportability under the Act changes from year to year as the statutory thresholds adjust. The PNO fields many questions about the upcoming adjustments to the HSR thresholds from parties whose transactions may take place around the time of the revisions.
Each year, the Premerger Notification Office answers thousands of letters, phone calls, and emails regarding the Hart-Scott-Rodino rules, giving informal advice on the potential reportability of transactions and help in completing the HSR Notification and Report Form.