In January 2024, the Federal Trade Commission (FTC) made three important announcements for M&A practitioners....more
1/24/2024
/ Acquisitions ,
Antitrust Division ,
Department of Justice (DOJ) ,
Enforcement ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
On December 18, 2023, the Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) jointly released their long-anticipated final 2023 Merger Guidelines after a notice and public comment period, during which they...more
12/22/2023
/ Acquisitions ,
Antitrust Provisions ,
Competition ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Horizontal Merger Guidelines ,
Merger Controls ,
Mergers ,
New Guidance ,
Vertical Mergers
Earlier this week, the Federal Trade Commission (“FTC”) issued a Notice of Proposed Rulemaking for a major overhaul of the U.S. merger control reporting process. Among other things, the FTC’s proposed changes would require...more
7/3/2023
/ Antitrust Division ,
Comment Period ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Merger Reviews ,
Mergers ,
Notice Requirements ,
NPRM ,
Premerger Notifications ,
Proposed Amendments ,
Required Forms
In January 2023, the Federal Trade Commission (FTC) made three important announcements for M&A practitioners. This article summarizes the HSR Act’s requirements and reports on relevant developments in 2022....more
1/25/2023
/ Antitrust Division ,
Antitrust Provisions ,
Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
On December 29, 2022, President Biden signed into law the Consolidated Appropriations Act of 2023 (“Omnibus Bill”). The “Merger Filing Fee Modernization Act of 2022” substantially changes the filing fee schedule (with...more
In January 2022, the Federal Trade Commission (FTC) made two important announcements for M&A practitioners. First, on January 24, the FTC announced the annual adjustment of the thresholds that trigger premerger reporting...more
1/26/2022
/ Acquisitions ,
Antitrust Division ,
Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
Threshold Requirements
On August 26, the Federal Trade Commission announced a new position on an important factor in determining whether a transaction must be reported under the Hart-Scott-Rodino Act: whether debt repayment at closing counts in...more
9/7/2021
/ Acquisitions ,
Consideration ,
Debt ,
Department of Justice (DOJ) ,
Enforcement ,
Fair Market Value ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Mergers ,
Payoff Requirements ,
Pre-Merger Filing Requirements ,
Size of Transaction Test ,
Valuation ,
Voting Securities
Canadian companies engaged in M&A transactions with connections to the United States should be aware of recent changes to the rules under the Hart-Scott Rodino (HSR) Act.
On February 2, 2021, the US Federal Trade...more
On February 2, 2021, the Federal Trade Commission (FTC) announced the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR)...more
2/4/2021
/ Antitrust Division ,
Antitrust Provisions ,
Civil Monetary Penalty ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Section 8 ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
On January 28, 2020, the Federal Trade Commission (FTC) announced the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act,...more
1/31/2020
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
Board of Directors ,
Civil Monetary Penalty ,
Corporate Governance ,
Exemptions ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
On February 15, 2019, the Federal Trade Commission (FTC) announced the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act,...more
2/20/2019
/ Board of Directors ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Mergers ,
Nonprofits ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Size of Persons Test ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements