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Hart-Scott-Rodino Act › Department of Justice (DOJ) › Corporate Counsel

The Hart-Scott Rodino Antitrust Improvements Act is a United States federal statute enacted in 1976 establishing the federal premerger notification program. Under the Act, parties contemplating mergers or... more +
The Hart-Scott Rodino Antitrust Improvements Act is a United States federal statute enacted in 1976 establishing the federal premerger notification program. Under the Act, parties contemplating mergers or acquisitions must notify the Department of Justice and the Federal Trade Commission prior to completing the transaction. Once notified, the DOJ and FTC investigate and make a determination as to whether the proposed transaction will adversely impact U.S. commerce and competition within the market. less -
Vinson & Elkins LLP

“Mini-HSR Acts” Multiply in the States; Merger Enforcement Developments in Washington, Colorado and More

Vinson & Elkins LLP on

Parties to transactions should be aware of new requirements for state-level merger reporting – so-called “mini-HSR Acts” – modeled on the Uniform Antitrust Pre-Merger Notification Act (“UAPNA”). Washington and Colorado have...more

Amundsen Davis LLC

New Merger Review Process: How to Prepare for Your Next Filing

Amundsen Davis LLC on

The Hart-Scott-Rodino (HSR) Act is a federal law that requires parties to a future business sale transaction to disclose certain information to determine that the transaction does not violate antitrust laws and harm...more

WilmerHale

Antitrust and M&A: Is Everything Old New Again?

WilmerHale on

With every change in administration, businesses and practitioners wonder what the new administration will mean for antitrust enforcement in the United States. Speculation was at fever pitch four years ago, after Democratic...more

Wilson Sonsini Goodrich & Rosati

2025 Year in Preview: Antitrust Trends and Key Decisions in Private Litigation

Wilson Sonsini Goodrich & Rosati on

2025 promises a dynamic and challenging year for businesses as key antitrust cases set new precedent, private antitrust litigation will intensify, and legal battles evolve. In this first installment of the Wilson Sonsini...more

Hogan Lovells

Antitrust Year in Review and a Look Ahead to 2025

Hogan Lovells on

There were a number of significant developments in antitrust law in 2024, including some major wins for the government in merger enforcement, increased focus on competition concerns related to algorithmic pricing, and...more

Katten Muchin Rosenman LLP

Antitrust Developments to Monitor Under the Next Trump Administration

Katten Muchin Rosenman LLP on

In the coming months, the President-elect will appoint, and the Senate will confirm, a new Assistant Attorney General in charge of the Department of Justice (DOJ) Antitrust Division and a new Commissioner to fill a slot at...more

HaystackID

FTC and DOJ Report on Merger Trends in 2023: A Year of Big Deals and Big Scrutiny

HaystackID on

The Federal Trade Commission (FTC) and the Department of Justice (DOJ) have released the 2023 Hart-Scott-Rodino (HSR) Annual Report, offering key insights into merger activity over the past fiscal year. The report sheds light...more

Womble Bond Dickinson

A New Era for Merger Filings: Final HSR Rule Imposes More Burden (But Far Less than Previously Proposed Rule)

Womble Bond Dickinson on

On October 10, the Federal Trade Commission and the Antitrust Division of the Department of Justice issued the Final Rule amending the Premerger Notification Rules and propounding new Hart-Scott-Rodino (“HSR”) filing forms...more

Cooley LLP

DOJ Hits Venue Services Group With $3.5 Million HSR Gun-Jumping Penalty

Cooley LLP on

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

McDermott Will & Schulte

States Want in on the Merger Review Fun

McDermott Will & Schulte on

While they have long taken a back seat to federal merger reviews, US states are becoming increasingly involved in merger reviews, including potentially requiring premerger notifications on a broad scale. On July 24, 2024, the...more

Mintz - Antitrust Viewpoints

Sporting Events Business Faces $3.5 Million in Antitrust Gun Jumping Penalties

Mintz - Antitrust Viewpoints on

This week, the Antitrust Division of the U.S. Department of Justice (DOJ) reached one of its largest “gun jumping” settlements following allegations that sporting and entertainment events company, Legends Hospitality,...more

Wilson Sonsini Goodrich & Rosati

The Next Chapter in the Serial: U.S. Antitrust Agencies Heighten Focus on Roll-Up Strategies

Wilson Sonsini Goodrich & Rosati on

Serial acquisitions and roll-up strategies are facing intense scrutiny as the Federal Trade Commission (FTC) and the U.S. Department of Justice’s (DOJ) Antitrust Division request public comment on how these types of...more

Skadden, Arps, Slate, Meagher & Flom LLP

As US Antitrust Agencies Double Down on Merger Enforcement Approach, New Deal Strategies Emerge

Skadden, Arps, Slate, Meagher & Flom LLP on

Key Points - - New draft merger guidelines reflect the aggressive approach that has defined merger enforcement in the Biden administration, including novel theories of harm. - Proposed changes to HSR notification will make...more

Cadwalader, Wickersham & Taft LLP

Antitrust Enforcement Mid-Year 2023 Review

Cadwalader, Wickersham & Taft LLP on

The year 2023 is proving to be a milestone year for antitrust enforcement.  Less so for novel cases and investigations and more so for the generational changes being proposed by the enforcement authorities for merger...more

Troutman Pepper Locke

HSR Act Update – Dramatic Proposed ‎Changes to ‎HSR Filing Preparation and Review Process Will ‎Impact Deal Timing and Expense

Troutman Pepper Locke on

On June 27, 2023, the Federal Trade Commission (“FTC”), with the collaboration and concurrence of the Department of Justice’s Antitrust Division, issued a Notice of Proposed Rulemaking proposing dramatic amendments to the...more

King & Spalding

2023 M&A Outlook: Recapping Key Takeaways from Dealmaking in 2022 and Navigating New Challenges

King & Spalding on

Coming off record-setting levels in 2021, M&A deal activity cooled in the second half of 2022. A multitude of factors – including soaring inflation, steadily rising interest rates and the higher cost of financing,...more

A&O Shearman

U.S. Antitrust Changes Signed Into Law

A&O Shearman on

The Consolidated Appropriations Act of 2023 includes significant changes affecting large M&A transactions and deals involving certain foreign entities. The Act would also give state attorneys general additional control over...more

Fenwick & West LLP

Tech Companies Bear the Brunt of DOJ Push on Interlocking Directorates

Fenwick & West LLP on

The United States Department of Justice (DOJ) announced last week that directors at several technology companies have resigned as a consequence of the agency’s renewed focus on overlapping board membership between...more

Wilson Sonsini Goodrich & Rosati

DOJ Launches Enforcement Initiative Against “Interlocking Directorates”

Wilson Sonsini Goodrich & Rosati on

In what appears to be a significant expansion of its antitrust enforcement efforts, the U.S. Department of Justice (DOJ) issued letters to multiple public companies, investors, and individuals this week, stating it may bring...more

McDermott Will & Schulte

DOJ to Merging Parties: The Time of “Underenforcement” is Over; Fix-It-First or Risk Being Challenged

McDermott Will & Schulte on

WHAT HAPPENED - During a conference last week, Ryan Danks, Director of Civil Enforcement at the US Department of Justice’s Antitrust Division (DOJ), suggested that merging parties—not the antitrust enforcement...more

McDermott Will & Schulte

Kanter Signals DOJ to Follow FTC Lockstep, Calls for Substantial Change to Competition Enforcement Approach

McDermott Will & Schulte on

In remarks delivered on January 18, 2022, and January 24, 2022, Jonathan Kanter, the Assistant Attorney General (AAG) for the US Department of Justice (DOJ) Antitrust Division, laid out the areas where he perceives...more

Vinson & Elkins LLP

DOJ Signals a Major Shift to its Antitrust Merger Review and Remedies Practice

Vinson & Elkins LLP on

The Department of Justice (“DOJ”) recently signaled a possible shift in its antitrust merger review and remedies practice, moving away from a willingness to allow transactions to proceed through a divesture process....more

Mintz - Antitrust Viewpoints

FTC Issues Fines Totaling Nearly $2 Million For Failures To File HSR Notifications

Mintz - Antitrust Viewpoints on

The Federal Trade Commission is closing out the year with vigorous enforcement of the Hart Scott Rodino Antitrust Improvements Act of 1976 (“HSR Act”) by imposing fines totaling nearly $2 million. On December 22, 2021, the...more

Seyfarth Shaw LLP

“Tidal Wave” of Merger Filings Prompts FTC To Send Pre-Consummation Warning Letters

Seyfarth Shaw LLP on

On February 4, 2021, the Federal Trade Commission (FTC) and U.S. Department of Justice (DOJ) announced that the agencies would temporarily suspend the practice of granting early termination of the 30 day waiting period in...more

McDermott Will & Schulte

FTC “Prior Approval” Policy for Future Transactions Raises Antitrust Risks for Buyers and Sellers

McDermott Will & Schulte on

The US Federal Trade Commission (FTC) voted July 21, 2021, to repeal a 1995 policy statement that eliminated prior approval and prior notice provisions from most merger settlements. In repealing this longstanding policy—and...more

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