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

A live 90-minute 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.

Thursday, November 14, 2024

1:00pm-2:30pm EST, 10:00am-11:30am PST

Early Registration Discount Deadline, Friday, October 18, 2024

or call 1-800-926-7926

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 discuss HSR aggregation rules that can lead multiple transactions to be aggregated for purposes of determining whether the size of the transaction threshold is met. The panel will also examine the new proposed premerger notification rules and their potential impact on deals going forward.

Description

The HSR Act and its accompanying rules require acquirers and targets to file a notice and a 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.

On June 27, 2023, the FTC, with the concurrence of the Antitrust Division of the DOJ, announced proposed changes to the Premerger Notification and Report Form and associated instructions, as well as to the premerger notification rules implementing the HSR Act. The FTC was expected to issue the final rule this summer, and if the final rule is consistent with the proposed rules, it will dramatically change the merger filing process in the U.S. for HSR-reportable deals. The proposed changes, if made final, are expected to lengthen deal times and will likely lead to more agency investigations.

Listen as our authoritative panel discusses the nuances of the HSR Act, the proposed new premerger notification rules and best practices for responding to requests for additional information by the FTC or the DOJ's 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 HSR filings
  4. New proposed rules and enforcement priorities

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?
  • How will the new proposed premerger notification rules, if made final, impact deals going forward?

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

Attend on November 14

Early Discount (through 10/18/24)

Cannot Attend November 14?

Early Discount (through 10/18/24)

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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