What are Hart-Scott-Rodino filings?
HSR filings are premerger notifications that parties to a proposed merger transaction make with both the Federal Trade Commission and the Department of Justice. Subject to minor exceptions, both the seller and the buyer must each separately file with both agencies.
Are Hart-Scott-Rodino filings public?
Your filing will not be published or accessible to the public, and there is a spe- cific statute that prevents members of the public from accessing HSR filings through Freedom of Information Act requests.
Is HSR approval public?
The contents of the HSR submission, as well as the fact that the parties filed HSR forms at all, is kept confidential by the U.S. agencies.
What is the purpose of the Hart-Scott-Rodino Act?
The Hart-Scott-Rodino Act established the federal premerger notification program, which provides the FTC and the Department of Justice with information about large mergers and acquisitions before they occur. The parties to certain proposed transactions must submit premerger notification to the FTC and DOJ.
Who is responsible for HSR filing?
The acquiring person (known as the acquiring ultimate parent entity or UPE) is responsible for paying the fee (16 C.F.R. § 803.9).
How long is the Hart-Scott-Rodino waiting period?
30 days
BACKGROUND. The HSR merger review process generally requires the parties to transactions with a fair market value that exceeds annually adjusted thresholds to file premerger notifications with the FTC and the Antitrust Division. The parties must then wait 30 days7 (the Initial Waiting Period) before closing.
Who has to file HSR?
If the transaction is valued at $50 million (as adjusted) or less, no filing is required. If the transaction is valued at more than $200 million (as adjusted), and no exemption applies, an HSR filing must be made and parties must wait until the statutory waiting period has expired before closing the deal.
Who Files HSR buyer or seller?
Failing to file, or the submission of an inaccurate HSR form, can result in severe civil penalties up to $42,530 for each day of the violation. Typically, both the buyer and the seller must submit their own HSR forms, at which point a mandatory waiting period begins.
How can I avoid HSR filing?
Avoiding common Hart-Scott-Rodino (HSR) filing mistakes
- Don’t assume.
- Determine whether the size-of-person threshold is met.
- Pay attention to Items 4(c) and 4 (d)
- Communicate with general counsel.
- Beware of penalties.
- Determine if HSR exemptions apply.
- Pay the filing fee.
- Be vigilant.
What is the HSR filing requirement?
The most significant threshold in determining reportability is the minimum size of transaction threshold. This is often referred to as the “$50 million (as adjusted)” threshold because it started at $50 million and is now adjusted annually. For 2021, that threshold will be $92 million.
Which president passed the Clayton Antitrust Act?
President Woodrow Wilson
Aside from banning the practices of price discrimination and anti-competitive mergers, the new law also declared strikes, boycotts, and labor unions legal under federal law. The bill passed the House with an overwhelming majority on June 5, 1914. President Woodrow Wilson signed it into law on October 15, 1914.
What are the filing fees under the Hart-Scott-Rodino Act?
The Hart-Scott-Rodino Act requires the company making the proposed acquisition to pay a filing fee when filing an HSR form with the FTC and the DOJ. The amount of filing fees charged depends on the size of the transaction and is classified into three tiers.
What is a Hart-Scott-Robin form?
The Hart-Scott-Robin Act requires that before a merger, acquisition, or tender offer can be completed, the parties involved must file the Notification and Report Form for Certain Mergers and Acquisitions. The form is also known as the HSR Form or the Premerger Notification Report.
What are the three Tests of the Hart-Scott-Rodino Act?
Three Tests of the Hart-Scott-Rodino Act. The filing requirements of a merger and acquisition transaction are required if the parties meet the following three tests: 1. Commerce test. For a party to pass the Commerce test, it must be directly engaged in commerce or other activities that affect commerce.
What is the PNO doing to help you with HSR fees?
The PNO has a new blog post with reminders and tips for successfully submitting HSR filings fees. With all the changes to procedures to accommodate e-filing and PNO telework, we thought this would be a good time to remind filers how to avoid unnecessary delays due to HSR fee issues. (05/19/20)