New Proposed Premerger Notification Rules for Hart-Scott-Rodino Deals: Increased Antitrust Scrutiny
Preparing for Dramatic Changes and Increased Timelines in the Merger Filing Process
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will discuss the Federal Trade Commission's (FTC) and Department of Justice's (DOJ) proposed changes to the Premerger Notification and Report Form and associated instructions, as well as to the premerger notification rules implementing the Hart-Scott Rodino (HSR) Act. The panel will explain the implications of these proposed rule changes and the likelihood of enhanced antitrust scrutiny for M&A transactions.
- Overview of the proposed rule changes
- Key changes to the HSR filing requirements
- Transaction details and competition-related issues
- Competition narratives
- Transaction-related and ordinary course strategic planning documents
- Organizational structure
- Prior acquisitions
- Labor and workplace safety information
- Information regarding foreign subsidies
- Impact of proposed new rules on non-reportable transactions
- Practical considerations and key takeaways, including impact on deal timelines
The panel will review these and other critical issues:
- What are the key changes to the HSR filing requirements?
- What is the background and intent regarding the proposed rule changes?
- What are the practical implications of these proposed rule changes?
Michael H. Knight
With more than 25 years of experience as an antitrust lawyer in both government and private practice, Mr. Knight... | Read More
With more than 25 years of experience as an antitrust lawyer in both government and private practice, Mr. Knight advises clients on a full range of competition law matters including mergers, joint ventures, competitor collaborations, distribution issues, price discrimination, monopolization, and intellectual property restraints. He routinely represents clients before federal and state antitrust agencies and federal courts. Mr. Knight also co-heads the firm’s Hart-Scott-Rodino Act premerger notification team. He served as an assistant director of the FTC’s Bureau of Competition from 2003 to 2007, heading the Bureau's Mergers II Division, where he oversaw hundreds of investigations across an array of industries including technology, chemical manufacturing, mining, and agriculture. Mr. Knight has held various leadership positions in the ABA's Section of Antitrust Law over the past 18 years and currently serves on the editorial board of the Section's Antitrust Source publication. He writes and speaks frequently on antitrust enforcement topics.Close
Wrede H. Smith
Mr. Smith is a member of the firm’s Antitrust & Trade Regulation practice, focusing on representing clients... | Read More
Mr. Smith is a member of the firm’s Antitrust & Trade Regulation practice, focusing on representing clients in government review of mergers and acquisitions, civil and criminal government investigations, civil antitrust litigation, and antitrust counseling. He has represented parties in all stages of merger clearance, including pre-merger counseling and filing under the Hart-Scot-Rodino (HSR) Act, representation before the U.S. Department of Justice, Antitrust Division, and the Federal Trade Commission, and merger litigation. Prior to joining the firm, Mr. Smith practiced antitrust law at a Washington, DC law firm and was a trial attorney in the Defense, Aerospace, and Industrials section of DOJ’s Antitrust Division, where he investigated and analyzed mergers and acquisitions in a wide variety of industries, including telecommunications, banking, aeronautics, defense, and mining.Close
Christopher A. Williams
Mr. Williams focuses his practice on antitrust issues related to commercial transactions, including mergers and... | Read More
Mr. Williams focuses his practice on antitrust issues related to commercial transactions, including mergers and acquisitions; joint ventures and other strategic collaborations; licensing of intellectual property; and pricing, supply, and distribution agreements. His experience includes cross-border matters involving regulatory authorities in China, Japan, South Korea, and Europe. Mr. Williams advises on all aspects of merger control, including evaluating regulatory clearance; advising on transaction structure and antitrust risk allocation in M&A agreements; preparing merger notification filings, including under the Hart-Scott-Rodino Antitrust Improvements Act; advocating for clients in Second Request investigations by the DOJ and FTC; directing strategy in merger reviews by foreign competition authorities; advising on remedy proposals and negotiations; representing interested third parties and divestiture buyers; and providing guidance on diligence, integration planning, and other pre-closing matters.Close