On Feb. 15, 2019 the Federal Trade Commission (FTC) announced the annual changes to the notification thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR), as well as certain other values under the HSR rules. As background, the HSR Act requires that acquisitions of voting securities or assets that exceed certain thresholds be disclosed to U.S. antitrust authorities for review before they can be completed. The “size-of-transaction threshold” requires that the transaction exceeds a certain value. Under certain circumstances, the parties involved also have to exceed “size-of-person thresholds.” This year’s values, which are adjusted annually based on changes in …
Tag Archives: HSR
FTC revises HSR and interlocking directorate thresholds
Last week, the Federal Trade Commission (FTC) announced the annual changes to the notification thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR), as well as certain other values under the HSR rules. As background, the HSR Act requires that acquisitions of voting securities or assets that exceed certain thresholds be disclosed to U.S. antitrust authorities for review before they can be completed. The “size-of-transaction threshold” requires that the transaction exceed a certain value. Under certain circumstances, the parties involved also have to exceed “size-of-person thresholds.” This year’s values, which are adjusted annually based on changes in the GNP, …
HSR: Listen to the statute and…wait!
As we have explained in the past, parties to a merger or acquisition must report the transaction to federal antitrust authorities – the Antitrust Division of the Department of Justice (DOJ) and the Federal Trade Commission (FTC) – provided the parties and the transaction exceed certain thresholds. The statute that governs that reporting obligation, Section 7A of the Clayton Act – otherwise known as the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (HSR Act) – also mandates that parties may not close on the transaction until after a prescribed time, usually 30 days. Relatedly, Section 1 of the Sherman Act …
Mergers 101 – So you have a deal, now what?
This podcast offers a brief introduction into the world of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, more commonly referred to as the HSR Act. Two members of the Porter Wright Antitrust group, Jay Levine and Jetta Sandin, provide listeners with an overview of the history of the Act, the criteria that could make a deal subject to the Act’s reporting requirements, common pitfalls that lead to violations of the Act and the consequences of non-compliance. Stay tuned for the next addition in which Jay and Jetta walk listeners through compliance with the Act’s reporting requirements – “The Form.”…
FTC revises HSR and interlocking directorate thresholds
In early 2014, The Federal Trade Commission (FTC) announced the annual changes to the notification thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR). The announcement included key changes in threshold for the minimum size-of-transaction and the threshold for size-of-person. Jay Levine, Porter Wright’s Jay Levine covers these changes in FTC Revises HSR and Interlocking Directorate Thresholds.…
