Revisiting Hart-Scott-Rodino: Premerger Notification Requirements, Aggregation Rules, FTC Review
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will examine the filing requirements of the Hart-Scott-Rodino (HSR) Act in connection with proposed mergers and other corporate actions and responding to inquiries from the FTC and DOJ. The panel will also discuss HSR aggregation rules that can lead multiple transactions to be aggregated for purposes of determining whether the size of transaction threshold is met. The panel will review issues presented by the recent issuance of "warning letters" by the FTC and DOJ, by which the agency says they may continue to investigate the transaction, even after the HSR waiting period expires and the parties may close the transaction.
- Basics of the HSR Act
- Transaction threshold
- Waiting period
- Secondary requests
- Aggregation issues
- Stock transfers, acquisition of assets, other transactions
- Timing of transactions: when aggregation is required
- Parent entities and affiliates
- New approaches to HRS filings
- Recent developments in enforcement priorities
- "Warning letters" and other new developments
The panel will review these and other important issues:
- What is the current threshold for HSR pre-notification, and the initial notice period?
- When must different transactions be aggregated in calculating the total amount of a transaction?
- What information is required to be included in the notification?
- What additional information might the agencies request from parties and in what time frame?
- What additional risks are presented by "warning letters," and how can they be mitigated by the parties?
Carrie A. Hanger
Nelson Mullins Riley & Scarborough
Ms. Hanger is a seasoned healthcare law, biosciences, and antitrust attorney. Her antitrust experience covers a... | Read More
Ms. Hanger is a seasoned healthcare law, biosciences, and antitrust attorney. Her antitrust experience covers a variety of industries with a particular focus on healthcare antitrust matters. Ms. Hanger assists clients with a variety of antitrust matters. She advises clients on pricing, distribution, mergers and acquisitions, joint ventures, and Hart–Scott–Rodino premerger notification filings.Close
Wrede H. Smith, III
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