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Hart-Scott-Rodino Act › Notice Requirements

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 -
Fenwick & West LLP

Washington Becomes First State to Enact ‘Mini HSR’ Notification Requirement

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As of July 27, 2025, federal Hart-Scott-Rodino (HSR) Act filings will also need to be submitted to the Washington Attorney General (WA OAG) under Washington State’s Antitrust Premerger Notification Act (APNA) if the parties...more

Goodwin

DOJ Sues Private Equity Firm KKR & Co. for Violations of HSR Act

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On January 14, 2025, the Department of Justice (DOJ) sued private equity giant KKR & Co. (KKR) for numerous violations of antitrust law, alleging that KKR repeatedly violated its obligations to provide information on its...more

K&L Gates LLP

FTC Issues Final HSR Rules Transforming the Merger Review Process

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On 10 October 2024, the Federal Trade Commission (FTC) issued final changes to the rules implementing the Hart-Scott-Rodino Act (HSR). In announcing the final rule, the FTC stated that it is “responding to changes in...more

BakerHostetler

California Pharmacies Put on Notice: California’s Pharmacy Transaction Notice Requirement

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As of January 1, 2025, parties to transactions involving pharmacies located in California may also need to file a written notice with the California Attorney General. Assembly Bill 853 (AB 853), codified at Part 14 to...more

Holland & Knight LLP

Baby HSRs: States Are Modeling Laws After Federal Act to Investigate More Transactions

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In a growing trend, states are enacting laws modeled after the federal Hart-Scott-Rodino (HSR) Act, which requires parties to proposed transactions that satisfy certain reporting thresholds to first provide information to the...more

Bradley Arant Boult Cummings LLP

FTC Announces Withdrawal of Healthcare Policy Statements

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As Bradley forecasted in February, the Federal Trade Commission (FTC) recently announced the withdrawal of two healthcare antitrust policy statements: Statements of Antitrust Enforcement Policy in Health Care (1996) and...more

WilmerHale

Proposed Changes to HSR Notification Form Would Intensify Scrutiny on Private Equity Funds: Some Thoughts on What to Expect and...

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As described in our Client Alert of July 6, 2023, the Federal Trade Commission (FTC) and the Department of Justice (DOJ) proposed on June 27, 2023, a massive overhaul of the Hart-Scott-Rodino Act (HSR) pre-merger notification...more

Latham & Watkins LLP

FTC and DOJ Propose More Demanding and Lengthy HSR Filing Process

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The agencies’ proposed rulemaking would add significant complexity, substance, and time to US antitrust premerger notifications. On June 27, 2023, the Federal Trade Commission (FTC) in collaboration with the US Department...more

Dorsey & Whitney LLP

FTC and DOJ Propose Overhaul of U.S. Merger Review Process

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Earlier this week, the Federal Trade Commission (“FTC”) issued a Notice of Proposed Rulemaking for a major overhaul of the U.S. merger control reporting process. Among other things, the FTC’s proposed changes would require...more

Dorsey & Whitney LLP

Year-End Omnibus Bill Includes First HSR Filing Fee Increases in More Than Twenty Years, Larger Agency Budgets, and New Foreign...

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On December 29, 2022, President Biden signed into law the Consolidated Appropriations Act of 2023 (“Omnibus Bill”). The “Merger Filing Fee Modernization Act of 2022” substantially changes the filing fee schedule (with...more

Goodwin

Recent FTC Enforcement Action Signifies Increased Scrutiny of Private Equity Acquisitions and Imposition of More Onerous...

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On June 13, 2022, the Federal Trade Commission (“FTC” or “the Commission”) announced a consent agreement resolving concerns with a private equity acquisition, incorporating novel prior notice and approval requirements...more

Skadden, Arps, Slate, Meagher & Flom LLP

Merger Review Procedures Undergo Global Modifications

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The global spread of the novel coronavirus has disrupted everyday life all over the world and imposed significant difficulties on the business community. Antitrust merger reviews — and the authorities who conduct those...more

McDermott Will & Schulte

The Latest: Health Care Transactions Will Require Advance Notice to Washington State AG

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What Happened: • On May 7, 2019, Governor Jay Inslee of Washington State signed House Bill 1607 into law. The law goes into effect for transactions closing after January 1, 2020, and requires advance notice to the...more

Akerman LLP - Health Law Rx

Proposed Florida House Legislation Advances, Requiring Reporting to the State Proposed Hospital and Group Practice Acquisitions

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A bill recently introduced in the Florida legislature (HB 1243) requires Florida hospitals and group physician practices contemplating mergers or acquisitions to provide advance notice of such transactions to the Florida...more

Proskauer Rose LLP

A Practical Guide to the Regulation of Hedge Fund Trading Activities - Chapter 4: Key Requirements and Timing Considerations of...

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The Hart-Scott-Rodino Act and Section 8 of the Clayton Act may not receive the same level of focus and attention in the context of Hedge Fund investing as other reporting regimes, but they should. They impose a mandatory...more

Cooley LLP

Alert: Failure to Comply with the HSR Act: The Price is Going Up

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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

K&L Gates LLP

Activist Funds Should Heed the Latest Enforcement of the HSR Act

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The limits on an investor’s ability to acquire stock under the “investment-only” exemption to the HSR Act’s reporting requirements take center stage as the Antitrust Division of the U.S. Department of Justice (the “DOJ”)...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Interpretation of Antitrust Exemption at Heart of DOJ Action Against ValueAct"

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On April 4, 2016, the U.S. Department of Justice, Antitrust Division (DOJ) filed a complaint against activist investor ValueAct Capital in California federal court, requesting a $19 million fine for violations of the...more

Goodwin

Third Penalty in Two Months Against a Minority Investor Again Signals Increased FTC Enforcement of the H-S-R Act

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For the third time in less than two months, the U.S. Federal Trade Commission (FTC) has announced an enforcement action against a minority investor who failed to comply with the Hart-Scott-Rodino (“H-S-R”) Act notification...more

Proskauer Rose LLP

HSR Enforcement Continues Swiftly: $240K Settlement Announced with FTC for Failure to File

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On the heels of the FTC's recent HSR passive investor exemption enforcement action comes another reminder that HSR compliance is not always clear, and that it is not always easy. The Federal Trade Commission has announced a...more

Goodwin

Latest H-S-R Act Enforcement Is a Cautionary Tale for Minority Investors

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Generally speaking, stock purchases which will cause an investor to hold more than $76.3 million of the target’s voting securities may require a pre-closing notification under the Hart-Scott-Rodino (“H-S-R”) Act. But there...more

Dickinson Wright

Connecticut Law Imposes New Merger Regulations on Physician Combinations

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On October 1, a first-of-its-kind law became effective in Connecticut that requires group medical practices and hospitals in that state to provide the Attorney General with 30 days’ notice prior to consummating any merger or...more

King & Spalding

DOJ Fines Berkshire Hathaway $896,000 for Failure to Comply with Premerger Notification Requirements

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On August 20, 2014, Berkshire Hathaway Inc. (“Berkshire Hathaway”) settled with the Department of Justice, Antitrust Division (DOJ) and the Federal Trade Commission (FTC) for its failure to comply with the premerger...more

Mintz

FTC Voids Confidentiality and Non-Compete Provisions in Non-Reportable Transaction and Requires Notification of All Future...

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Merger agreements often contain ancillary provisions that seem acceptable to the parties in the context of what they are obtaining from the transaction—and those provisions often do not get a hard look by antitrust legal...more

Katten Muchin Rosenman LLP

FTC Announces New Filing Thresholds for Hart-Scott-Rodino Pre-Merger Notifications

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The Federal Trade Commission has announced the new notification thresholds for pre-merger notification reports that must be filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The notification...more

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