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New HSR Regime and the Implications for M&A Deals: Form Requirements, Filing Obligations, Emerging Trends

A live 90-minute premium CLE video webinar with interactive Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Wednesday, August 27, 2025

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, August 1, 2025

or call 1-800-926-7926

This CLE webinar will provide an overview of recent changes made to the Hart-Scott-Rodino (HSR) premerger notification report form as well as the premerger notification rules implementing the HSR Act. The panel will review the impact these changes have had for M&A dealmakers, how the FTC's enforcement policies are evolving, trends that have emerged during the initial months since the new rules took effect, and best practices for navigating the changes and ensuring compliance.

Description

On Oct. 11, 2024, the FTC issued its final rule, changing the premerger notification form and the rules that implement the HSR Act. The revisions went into effect on Feb. 10, 2025. Parties to an HSR reportable transaction must now complete a premerger notification form and provide documentation for the DOJ and the FTC to do an initial assessment to determine whether the transaction may violate antitrust laws.

Both buyers and sellers have new requirements, which has increased the length of time it takes to prepare an HSR filing. The new rule requires parties to provide additional transaction-related documents relating to buy-side structures, officers and directors, and minority shareholders, among other topics. As documents are being prepared, it is important for the parties and their counsel to keep in mind that they will need to provide expanded documentation, and care should be taken in their preparation.

The increased burdens when preparing an HSR filing can lead to increased costs and potential delays in closing deals. To minimize delays and simplify the process of preparing an HSR filing, some companies are maintaining such information in the ordinary course of business even before considering a potential transaction.

Listen as our authoritative panel discusses the new HSR regime and its impact on M&A deals. The panel will offer best practices and guidance for navigating this evolving legal framework.

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Outline

  1. Overview: new HSR rule and premerger notification form and their implications for M&A deals
  2. Key changes to the HSR filing requirements
    1. Competitive overlaps
    2. Supply relationships
    3. Foreign subsidies
    4. Ownership structure
    5. Private equity
  3. How the new rule differs from the prior rule and process
  4. Practical steps to optimize filings under the new HSR regime
  5. Emerging trends and developments
  6. Impact of the new rule on non-reportable transactions
  7. Practical considerations and key takeaways

Benefits

The panel will review these and other key issues:

  • What are the key changes to the HSR filing requirements?
  • What are the practical implications for M&A deals?
  • What trends, practices, and policies are evolving with the HSR premerger notification report form?
  • How can companies contemplating mergers or acquisitions proactively minimize delays and simplify the HSR filing process?

Faculty

Sicalides, Barbara
Barbara T. Sicalides

Partner
Troutman Pepper Locke

Ms. Sicalides’ practice covers the full range of antitrust and competition matters. She routinely handles...  |  Read More

Attend on August 27

Early Discount (through 08/01/25)

Cannot Attend August 27?

Early Discount (through 08/01/25)

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

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