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Competition Matters

Planning for the new HSR Form

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As antitrust practitioners know, parties to certain mergers and acquisitions are required to submit premerger notification forms that disclose information about their proposed deal and business...
Competition Matters

Slow the Roll-up: Help Shine a Light on Serial Acquisitions

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Most of the talk about dealmaking and antitrust enforcement focuses on large deals involving large companies. That’s because every year, the antitrust agencies get notice of larger deals—those...
Competition Matters

New HSR thresholds and filing fees for 2024

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Each year, the Commission adjusts the minimum dollar jurisdictional thresholds that determine reportability under the Hart-Scott-Rodino Act based on the change in gross national product in the prior...
Competition Matters

Wait for it—a Waiting Period Letter confirms your HSR filing

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Once you’ve submitted a Hart-Scott-Rodino filing to the FTC’s Premerger Notification Office, make sure you receive official confirmation that your filing has been received. We’ve compiled important...
Competition Matters

HSR Early Termination After a Second Request Issues

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On February 4, 2021, the Federal Trade Commission, with the support of the Department of Justice, announced the temporary suspension of granting early termination (ET) under the Hart-Scott-Rodino Act...
Competition Matters

HSR threshold adjustments and reportability for 2021

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When Congress passed the Hart-Scott-Rodino Antitrust Improvements Act of 1976, it created minimum dollar thresholds to limit the burden of premerger reporting. In 2000, it amended the HSR statute to...
Competition Matters

File comments in HSR Rulemaking by February 1

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Earlier this fall, the Commission announced two separate rulemaking initiatives aimed at updating the rules and interpretations that implement the Hart-Scott-Rodino Act. After publication of the...
Competition Matters

Seeing the whole picture on avoidance devices

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Under the Hart-Scott-Rodino (HSR) Act and Rules, parties cannot use a transaction structure for the purpose of avoiding or delaying their premerger filing obligation. If they do, the Commission must...
Competition Matters

Real-Time Transparency for HSR Transaction Numbers

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In response to increased interest in levels of M&A activity, the Bureau of Competition’s Premerger Notification Office (PNO) is responding in real-time by posting monthly figures for Hart-Scott-Rodino...
Competition Matters

HSR Filing Fees – Reminders and Tips

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The PNO handles Hart-Scott-Rodino (HSR) premerger notification filings for thousands of transactions each year. Filing fees are also required as part of the HSR premerger notification process. Failure...
Competition Matters

Resuming early termination of HSR reviews

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On Friday, March 13, as part of the Bureau’s response to the COVID-19 coronavirus situation, and in partnership with the Antitrust Division of DOJ, we announced that the Bureau’s Premerger...
Competition Matters

HSR threshold adjustments and reportability for 2020

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When Congress passed the Hart-Scott-Rodino Antitrust Improvements Act of 1976, it created minimum dollar thresholds to limit the burden of premerger reporting. In 2000, it amended the HSR statute to...
Competition Matters

Avoidance devices won’t avoid HSR penalties

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The Commission and Department of Justice’s recent case against Canon Inc. and Toshiba Corporation for violating the Hart-Scott-Rodino Antitrust Improvements Act makes an important point: restructuring...
Competition Matters

HSR threshold adjustments and reportability for 2019

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When Congress passed the Hart-Scott-Rodino Antitrust Improvements Act of 1976, it created minimum dollar thresholds to limit the burden of premerger reporting. In 2000, it amended the HSR statute to...
Competition Matters

It takes less time to do a thing right

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Longfellow said “It takes less time to do a thing right than to explain why you did it wrong.” We agree, especially when it comes to designing effective merger remedies—ones that maintain competition...
Competition Matters

Timing is everything: The Model Timing Agreement

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The Bureau of Competition has undertaken several initiatives to streamline our merger review process in order to reach swifter resolutions—whether that be clearance, a negotiated settlement, or a...