Revisiting Hart-Scott-Rodino: Premerger Notification Requirements, Aggregation Rules, FTC Review

Recording of a 90-minute CLE video webinar with Q&A

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Conducted on Wednesday, September 21, 2022

Recorded event now available

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Course Materials

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.

Description

The HSR Act and its accompanying rules require acquirers and targets to file a notice and detailed description of certain mergers and other transactions or risk facing substantial penalties or fines. The HSR rules are complex and nuanced, and determining whether an HSR filing may be required is a very fact-specific process, including analysis of the proposed transaction(s), the parties involved, and their ultimate parent entities.

Listen as our authoritative panel discusses the nuances of the HSR Act, the current issues presented by warning letters, and best practices for responding to requests for additional information by the FTC or the Antitrust Division.

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Outline

  1. Basics of the HSR Act
    1. Transaction threshold
    2. Waiting period
    3. Secondary requests
  2. Aggregation issues
    1. Stock transfers, acquisition of assets, other transactions
    2. Timing of transactions: when aggregation is required
    3. Parent entities and affiliates
  3. New approaches to HRS filings
  4. Recent developments in enforcement priorities
  5. "Warning letters" and other new developments

Benefits

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?

Faculty

Hanger, Carrie
Carrie A. Hanger
Partner
Nelson Mullins Riley & Scarborough

Ms. Hanger is a seasoned healthcare law, biosciences, and antitrust attorney.  Her antitrust experience covers a...  |  Read More

Smith, Wrede
Wrede H. Smith, III
Partner
McGuireWoods

Mr. Smith is a member of the firm’s Antitrust & Trade Regulation practice, focusing on representing clients...  |  Read More

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