Hart-Scott-Rodino Act (HSR): A Practical Guide in Minimizing the Risk of Investigation and Punitive Damages in 2014
The Hart–Scott–Rodino Antitrust Improvements Act of 1976 is a set of amendments to the Clayton Antitrust Act. It requires the filing of pre-merger notification forms and certain attached documents with the FTC and DOJ before mergers, acquisitions, or transfers of securities and assets may be consummated.
In a two-hour live webcast, a panel of thought leaders and practitioners, assembled by The Knowledge Group, will provide an overview of the Act, discuss the implications of recent changes, and provide guidance to help minimize the risk of compliance failure, investigation, and punitive damages.
Key topics include:
- The Hart-Scott-Rodino Act (HSR)
- Pre-Merger Notification Process
- HSR Antitrust Threshold Tests
- Filing HSR and FTC’s Approval
- Minimizing Risk of Investigation and Enforcement Penalties
Scott P. Perlman, Partner
Mayer Brown LLP
- Purpose and History of HSR Act
- Filing thresholds and key exemptions
- HSR filing process – required information, recent changes, and waiting period
- Penalties for failing to file
Ryan M. Decker, Attorney
Paul Hastings LLP
Michael S. Wise, Attorney
Paul Hastings LL
- How and when to advise the executive team about document creation and risks
- Managing the risk from documents and analysis from third party advisors
- Advice for document creation in non-reportable transactions
- Determining when (if at all) to approach the agencies about the deal
- Proactive involvement in clearance decisions can make a difference in certain cases
- Building a proactive customer and supplier outreach strategy
Who Should Attend:
- Chief Financial Officers
- Vice Presidents of Finance
- Finance Managers
- Merger & Acquisition Practicing Lawyers
- General Counsel
- Business Consultants
- Merger & Acquisition Specialists
- Other Interested/Related Professionals
Scott Perlman, a Partner in Mayer Brown’s Washington, D.C. office, concentrates his practice on mergers and acquisitions and other transactional work, as well as on antitrust litigation and counseling. Scott has worked in the area of Hart-Scott-Rodino compliance and merger review for the past 25 years and has primary responsibility for the entire firm for counseling clients on HSR compliance issues. He has worked on a variety of mergers involving the health care industry, including health insurance and hospital mergers, and the pharmaceutical, software, petrochemical, and oil and gas industries, among others. Scott frequently counsels clients on antitrust compliance issues, and he has assisted numerous clients with preparation of compliance materials as well as organizing compliance programs for their employees.
He also has advised on joint ventures in the health care, agriculture, transportation, and entertainment industries, and has counseled business-to-business exchanges in the healthcare, chemicals, metals, and retail industries. Scott has extensive experience in antitrust litigation, including class actions, involving alleged price fixing, exclusive dealing and bundling claims, predatory pricing, and government investigations of pricing and marketing policies. Scott also frequently writes and speaks on antitrust issues, including HSR.
Scott Perlman, a Partner in Mayer Brown’s Washington, D.C. office, concentrates his practice on mergers and acquisitions and other transactional …
Ryan M. Decker is an associate in the Antitrust and Competition practice in the Paul Hastings Washington, D.C. office. Mr. Decker focuses his practice primarily on antitrust and trade regulation matters, including merger and acquisition approval under the Hart-Scott-Rodino Act, conduct and merger investigations before U.S. enforcement agencies, and state and federal civil litigation. He also advises clients on federal and state unfair competition and false advertising matters.
Mr. Decker received his J.D. from Washington & Lee University School of Law, magna cum laude, in 2009 where he served as Lead Articles Editor for the Washington and Lee Law Review. He received his B.A. from Wake Forest University (magna cum laude; with Honors in Economics; Phi Beta Kappa) in 2006.
Mr. Decker is admitted to the bars of New York and the District of Columbia. He is a member of the American Bar Association and New York State Bar Association.
Ryan M. Decker is an associate in the Antitrust and Competition practice in the Paul Hastings Washington, D.C. office. Mr. …
Michael Wise is an associate in the Litigation practice at Paul Hastings and is based in the firm’s Washington, D.C., office. He focuses his practice on antitrust and competition issues.
Mr. Wise has represented clients seeking merger and acquisition approval under the Hart-Scott-Rodino Act in several key industries, including fashion apparel, information technology, computer hardware, energy, telecommunications, media, and mining. His experience includes the efficient and successful handling of multiple Second Requests, and he is familiar with a wide range of technology platforms, document review options, and management strategies that can expedite the compliance timeline and minimize costs. In international transactions, Mr. Wise has also successfully coordinated merger control filings for the European Commission and other foreign regulators to ensure consistency with respect to timing and substantive analysis.
Mr. Wise also has experience in antitrust litigation and related matters. For example, he has represented several companies in responding to Civil Investigative Demands from the Department of Justice and the Federal Trade Commission. In addition, Mr. Wise has handled complex litigation arising under the Sherman Act and state unfair competition laws, including defending clients from class action claims and civil actions filed by the Department of Justice and state attorneys general. Moreover, Mr. Wise has counseled clients on compliance issues in order to minimize risks of future litigation under the antitrust laws, including developing internal compliance policies and assisting with internal audits.
Michael Wise is an associate in the Litigation practice at Paul Hastings and is based in the firm’s Washington, D.C., …
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About Mayer Brown LLP
Mayer Brown is a leading global law firm with offices in major cities across the Americas, Asia and Europe. Our presence in the world’s leading markets enables us to offer clients access to local market knowledge combined with global reach.
Companies seeking consistently well-informed and insightful antitrust and competition counseling around the world turn to Mayer Brown. Our firm has more than 70 lawyers practicing antitrust and competition law who are dedicated to delivering the highest quality service in meeting clients' needs. Our group includes former high-ranking US Justice Department officials, a former US state attorney general, and many highly-regarded members of the US and European antitrust bar. We fully understand today's complex competition issues, as well as the increasingly complex relationships among corporations in a global economy. As a leader in US and EU competition law, we offer up-to-the minute guidance concerning mergers, cartel investigations, distribution and IP licensing issues, alleged abusive conduct by dominant firms and state aid, which includes counsel at the federal and state levels in the US, and for both member states and the EU in Europe. Adding to our global capabilities, our antitrust lawyers in Hong Kong and China are skilled at navigating the range of competition and other laws impacting trading and licensing arrangements in the region, and offer clients the benefit of extensive China antitrust filing experience and strong relationships with key competition agencies.
Mayer Brown is able to offer clients a global network of counseling resources, and our ability to offer a multinational perspective enables us to provide integrated advice, which is an important advantage in dealing with the increased cooperation between competition authorities around the world.
About Paul Hastings LLP
Paul Hastings provides innovative legal solutions to many of the world’s top financial institutions and Fortune 500 companies in markets across Asia, Europe, Latin America, and the United States. The firm offers a complete portfolio of services to support clients’ complex, often mission-critical needs—from structuring first-of-their-kind transactions to resolving complicated disputes to providing the savvy legal counsel that keeps business moving forward.
Since the firm’s founding in 1951, Paul Hastings has grown steadily and strategically along with its clients and the markets it serves. The firm has established successful practices in key U.S. and European cities, creating a broad network of professionals to support its clients’ ambitions. In addition, Paul Hastings was one of the first U.S. law firms to establish a presence in Asia, and today continues to be a leader in the region. Over the past decade, the firm has significantly expanded its global network of lawyers to assist clients in financial centers around the world, including the emerging markets of Latin America.