The new Hart-Scott-Rodino (HSR) requirements went into effect on February 10, 2025, meaning that May 21, 2025 marked their 100th day in effect. Here are just a few of our observations from the first 100 days of the new HSR...more
The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) requires all parties to transactions that meet certain transaction size and other tests to file premerger notification forms for mergers and other...more
The long-awaited new HSR rules have finally been released. On October 10, 2024, the Federal Trade Commission (FTC), with concurrence of the Department of Justice (DOJ) (collectively, the Agencies), released the 460-page final...more
10/30/2024
/ Acquisition Agreements ,
Antitrust Provisions ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
Merger Controls ,
New Rules ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Regulatory Reform ,
Regulatory Requirements
Recent actions by antitrust agencies globally deliver on their promises for increased scrutiny of private equity sponsored transactions and strategies in at least three ways....more
The year 2023 will be remembered as a challenging one for private equity (PE), with complexities to navigate on many fronts. Traditional debt financing was expensive and scarce, expectations on valuations were tricky to...more
3/12/2024
/ Antitrust Provisions ,
Carbon Capture and Sequestration ,
CFIUS ,
China ,
Corporate Transparency Act ,
Divestiture ,
Domestic Dealmaking ,
Drug Pricing ,
Energy Sector ,
Foreign Direct Investment ,
Foreign Investment ,
Greenhouse Gas Emissions ,
Healthcare ,
Investment ,
Life Sciences ,
Liquidity ,
Mergers ,
Non-Compete Agreements ,
Prescription Drugs ,
Private Equity ,
Private Equity Firms ,
Renewable Energy ,
Reporting Requirements ,
UK ,
Unions ,
Venture Capital
For the first time in nearly 45 years, the Federal Trade Commission (FTC), with support from the Antitrust Division of the Department of Justice (DOJ) (collectively, the “Agencies”), proposed a complete redesign of the...more
On February 13, 2023, U.S. Senate Majority Whip Dick Durbin (D-IL), Chair of the Senate Judiciary Committee, sent a letter to the Antitrust Division of the Department of Justice (DOJ) and the Federal Trade Commission (FTC)...more
Key Points -
The HSR Act requires parties that meet certain transaction size and other tests to file premerger notification forms for mergers and other transactions with both the Federal Trade Commission and Department of...more
1/25/2023
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
Key Points -
On December 29, 2022, President Biden signed the Fee Modernization Act into law as part of the $1.7 trillion omnibus government spending bill.
The Fee Modernization Act substantially increases HSR filing...more
Key Takeaways -
The antitrust agencies have lost three litigated merger challenges in less than one month. The DOJ Antitrust Division lost challenges to UnitedHealth/Change and U.S. Sugar/Imperial Sugar while the FTC lost...more
Key Points Federal Trade Commission (FTC) and Department of Justice Antitrust Division (DOJ) have temporarily suspended discretionary grants of early termination of the waiting period under the Hart-Scott-Rodino (HSR)...more
2/5/2021
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
Key Points
- Until recently, the McCarran-Ferguson Act of 1954 made the “business of insurance,” including the business of health insurance, immune from federal antitrust laws.
- The Competitive Health Insurance Reform...more
Key Points
- The Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 requires parties that meet certain transaction size and other tests to file premerger notification forms with both the Federal Trade Commission...more
2/3/2021
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
• The Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires parties to transactions meeting certain size and other tests to file premerger notification forms with both the Federal Trade Commission and Department of...more
2/19/2019
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
Here is our annual list of hot topics for the boardroom in the coming year:
Corporate strategy: Oversee the development of the corporate strategy in an increasingly uncertain and volatile world economy with new and more...more