Tag: Hart-Scott-Rodino Act (HSR)

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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 and the filing party’s business, and requires the submission of certain documents...
Investment firm founder Fayez Sarofim agreed to pay $720,000 in civil penalties to resolve allegations that he violated the Hart-Scott-Rodino Act by failing to report stock purchases from several issuers between 2001 and 2012. The HSR Act exempts acquisitions of up to ten percent of...
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 test excludes transactions from the reporting requirements of the Hart-Scott-Rodino...
On August 26, 2016, the FTC, with the concurrence of the Antitrust Division of the Department of Justice, took steps to make the process of completing and submitting Hart-Scott-Rodino premerger notification filings easier. The effective date of the new rules is today, September 1,...
The Federal Trade Commission has approved final amendments to the Hart-Scott-Rodino Premerger Notification Rules that allow HSR filings to be submitted on DVD and streamline the instructions to the Premerger Notification Form. These updates will make the process of submitting HSR filings easier,...
Today the FTC and DOJ released the 38th Annual Hart-Scott-Rodino Report, which details the agencies’ merger review and enforcement program for Fiscal Year 2015 (October 1, 2014 through September 30, 2015). This report, like the 37 previous versions, is a snapshot of one year’s worth...
The Federal Trade Commission, together with the Department of Justice Acting Assistant Attorney General for Antitrust, released the 38th Annual Hart-Scott-Rodino Report. The report presents fiscal year 2015 data on the HSR Premerger Notification Program, which is key to alerting the agencies to...
Last year, federal agencies, including the FTC, were instructed to adjust the maximum civil penalties for violations of laws they enforce. The Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015 requires agencies to adjust penalty amounts using the “catch-up”...
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 paid within two days of filing an HSR Form in order for the HSR waiting period to...
Under the Hart-Scott-Rodino (HSR) Act and Rules, determining whether a U.S. entity is a corporation or a non-corporate entity (like an LLC or LP) is relatively clear.  For foreign entities, the answer is often not so clear. Yet this determination can have important implications for...
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...
As required by law, the Federal Trade Commission has revised the monetary thresholds that determine whether companies are required to notify federal antitrust authorities about a transaction under Section 7A of the Clayton Act.
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 how to value publicly traded stock in order to determine reportability under the...
Investor Len Blavatnik has agreed to pay $656,000 in civil penalties to resolve charges that he violated federal premerger reporting laws by failing to report voting shares that he acquired in a California technology start up called TangoMe, in August 2014.
Holding company Leucadia National Corporation has agreed to pay $240,000 in civil penalties to resolve FTC allegations that it violated federal premerger reporting laws by failing to report a conversion of its ownership interest in the financial services company Knight Capital...
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-Scott-Rodino Act by failing to make the necessary premerger notification filings...
The complaint alleges that three affiliated hedge fund companies and their management company failed to observe the filing and waiting requirements of the Hart-Scott-Rodino Act before purchasing shares in Yahoo.

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