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Competition Matters

HSR threshold adjustments and reportability for 2018

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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...
Competition Matters

Getting in Sync with HSR Timing Considerations

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The Hart Scott Rodino (HSR) Act and Rules require that parties to certain mergers and acquisitions submit premerger notification filings and wait before consummating the transaction. Parties must...
Competition Matters

Resetting our views on HSR Items 4(c) and 4(d)

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When submitting a Hart-Scott-Rodino (HSR) premerger notification filing to the FTC and DOJ, a filing party must complete the HSR Form . The HSR Form requires detailed information about the transaction...
Competition Matters

LBOs and the size of transaction test

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The Premerger Notification Office is often asked to give guidance on how to determine the value of a proposed merger or acquisition in light of the size of transaction test. The size of transaction...
Competition Matters

Wiring your HSR filing fee just got easier

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The PNO handles Hart-Scott-Rodino Premerger Notification Filings for well over a thousand transactions each year. Each transaction requires the acquiring person to pay an HSR filing fee, which must be...
Competition Matters

Calculating the value of stock under HSR rules

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The Hart-Scott-Rodino statute and rules contain a number of reporting thresholds for transactions subject to premerger notification filing with the FTC and DOJ. In this post, we are going to focus on...
Competition Matters

“Investment-only” means just that

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Today, the Commission (with the help of our friends at the Justice Department) filed a proposed settlement in federal court to settle charges that three funds managed by Third Point violated the Hart...
Competition Matters

HSR Rule 802.5: the Investment Rental Property Exemption

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Every day, the PNO receives many inquiries for interpretations of the Hart-Scott-Rodino statute and rules. Recently, several questions have related to transactions involving rental property, which...
Competition Matters

How to avoid common HSR filing mistakes with attachments

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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...
Competition Matters

Have a good plan for HSR compliance

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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...
Competition Matters

Running time

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“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...
Competition Matters

Location and value of patents

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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...