In the US, the election of Donald Trump for a second term has significant implications for antitrust enforcement at the Antitrust Division of the Department of Justice (DOJ) and the Federal Trade Commission (FTC). New...more
The US Department of Justice (DOJ) filed a complaint and proposed consent decree alleging that Legends Hospitality Parent Holdings prematurely acquired beneficial ownership – often referred to as “gun jumping” – in connection...more
The Hart-Scott-Rodino (HSR) Act thresholds that govern which mergers & acquisitions must be reported to the US Department of Justice (DOJ) and Federal Trade Commission (FTC) will increase slightly more than 7% in February...more
On June 27, 2023, the Federal Trade Commission (FTC) announced a proposal for a radical overhaul to the Hart-Scott-Rodino (HSR) premerger notification program that, if adopted, would dramatically increase costs, burden and...more
The Hart-Scott-Rodino (HSR) Act thresholds, which govern when acquisitions must be reported to the Department of Justice and Federal Trade Commission, will increase slightly more than 10% in February 2023. The minimum...more
On December 29, 2022, President Joe Biden signed a funding bill into law that includes provisions that significantly change the filing fees for mergers & acquisitions notifiable under the Hart-Scott-Rodino (HSR) Act.
For...more
Basic ‘size-of-transaction’ threshold now $101 million -
The Hart-Scott-Rodino Act thresholds, which govern when mergers and acquisitions must be reported to the US Department of Justice and Federal Trade Commission, will...more
Parties to transactions requiring filings under the Hart-Scott-Rodino (HSR) Act are already facing considerable headwinds from US President Joe Biden’s antitrust enforcement agencies on important substantive and procedural...more
Baseline HSR threshold now $92 million The Hart-Scott-Rodino Act requires that parties to certain transactions, including mergers and acquisitions, acquisitions of voting securities, and assets and minority investments, file...more
2/2/2021
/ Acquisitions ,
Antitrust Division ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
The US Federal Trade Commission and Department of Justice announced proposed changes to the rules governing Hart-Scott-Rodino (HSR) filings that, if implemented, would significantly increase the number of transactions that...more
Antitrust FAQs for Merging Parties -
What modifications have the FTC and DOJ made for transactions reportable under the Hart-Scott-Rodino Act? Will timing to receive HSR clearance be impacted?...more
Basic threshold $94 million effective February 27 -
Filing thresholds under the Hart-Scott-Rodino Act will increase 4.4%, effective February 27, 2020, based on the change in the US gross national product during 2019. The...more
1/30/2020
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Mergers ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
Basic threshold now $90 million -
Filing thresholds under the Hart-Scott-Rodino Act will increase in mid-March by approximately 6.6%, based on the change in the US gross national product. The most critical threshold, which...more
What’s on tap for 2018 M&A? A recap of 2017 trends and the Cooley outlook on this year’s dealmaking: -
Buying Innovation: Retention and Non-Competes. For both old-line companies and tech giants, innovation is the name of...more
2/9/2018
/ Acquisitions ,
Appraisal ,
Appraisal Rights ,
CFIUS ,
Department of Justice (DOJ) ,
Hart-Scott-Rodino Act ,
Innovation ,
Life Sciences ,
Mergers ,
Size of Persons Test ,
Size of Transaction Test
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
1/25/2017
/ Acquisitions ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Reporting Requirements ,
The Clayton Act ,
Threshold Requirements ,
Voting Securities
1. Transition to a Trump Administration is top of the agenda -
President-elect Donald Trump's DOJ and FTC transition team appointments and public short list of candidates to run the agencies indicate that antitrust...more
1/12/2017
/ Antitrust Division ,
Big Data ,
CFIUS ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
EU ,
European Commission ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Hiring & Firing ,
Human Resources Professionals ,
Mergers ,
Pharmaceutical Industry ,
Trump Administration ,
UK Competition and Markets Authority (CMA) ,
Wage-Fixing
The Department of Justice Antitrust Division announced on July 12 that ValueAct Capital agreed to pay a record $11 million civil penalty to settle claims that ValueAct purchased over $2.5 billion in Halliburton and Baker...more
Failure to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") is about to get a lot more expensive.
Effective August 1, 2016, the maximum civil penalty for noncompliance with the premerger...more
Filing thresholds under the Hart-Scott-Rodino (HSR) Act will increase by about 2.5%, effective February 25, 2016, raising the level that a transaction's value must exceed to trigger a filing from $76.3 million to $78.2...more
While acquisitions of up to 10% of the voting interest in a target that are made "solely for the purpose of investment" are in many circumstances exempt from Hart-Scott-Rodino (HSR) reporting requirements, even when the value...more
8/27/2015
/ Acquisitions ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Investment Portfolios ,
Premerger Notifications ,
Reporting Requirements ,
Size of Transaction Test ,
Threshold Requirements ,
Voting Securities ,
Yahoo!
Filing thresholds under the Hart-Scott-Rodino (HSR) Act will increase by about half a percent (0.5%) effective February 20, 2015. The new, higher thresholds apply to all transactions closing on or after that date but before...more