Hart-Scott-Rodino Act: Best Practices to Avoid Risks and Pitfalls
Recent actions against shareholders and companies for violations of the Hart-Scott-Rodino (HSR) Act demonstrate continued focus by the Federal Trade Commission (FTC) and the Department of Justice (DOJ) on premerger notification obligations. The regulations implementing the HSR Act are subject to continuous updating and reinterpretation, and parties who fail to stay apprised of these adjustments or to comply with any provision of the Act face a risk of incurring fines, delaying or preventing closing of significant mergers and acquisitions, and ongoing monitoring and reporting obligations. Thus, keeping abreast of the latest regulatory updates and enforcement actions is imperative.
In this LIVE Webcast, a panel of distinguished professionals and thought leaders assembled by The Knowledge Group will help you understand the important aspects of this significant topic. They will provide an in-depth discussion of the Hart-Scott-Rodino Act, including recent enforcement activity by the FTC and DOJ and updated guidance on when parties have an obligation to make filings under the HSR Act. Speakers will also offer best practices for avoiding antitrust pitfalls during the HSR Act review process.
Some of the major topics that will be covered in this course are:
- The Hart-Scott-Rodino Act – An Overview
- New Thresholds and Revised Guidance from the Premerger Notification Office
- Revised Penalties for HSR Act Violations
- Recent Enforcement Actions
- Critical Issues and Legal Strategies
Proskauer Rose LLP
- Enforcement Actions
- Failures to file
- Passive Investor Exemption
- New agency interpretations and updates
- 4(c)/4(d) documents relating to non-U.S. markets
- New control test for non-U.S. entities
- New valuation approach for LBO’s
- Increased maximum civil penalty and thresholds
- Hidden Risks
- Executive compensation
- Over reporting
- Corrective filings
Paul Hastings LLP
- Pre-filing Risk Mitigation
- Document creation and related risks
- Managing third party advisor risks
- Managing the First 30 Days
- Deciding whether to approach the agencies about the deal
- Proactive involvement in clearance process
- Building a proactive customer and supplier outreach strategy
- Special Situations
- Information Sharing and Clean Teams
- Advice for non-reportable transactions
- What is the Hart-Scott-Rodino Act?
- Who needs to file under the Hart-Scott Rodino Act?
- When should parties start thinking about HSR obligations?
- What happens if you don’t?
- Filing Logistics
- Factoring in Timing and Costs
- Gathering the Information Required
- Key Issues and Common Violations
- Executive Compensation
- Fair Market Value
Who Should Attend:
- Antitrust Attorneys
- M&A Attorneys
- Attorneys General
- Litigation Officers
- Civil Litigators
- Chief Compliance Officers
- Financial Executives and Directors
- Financial Reporting Personnel
- Corporate Executives
- In-house Counsel
- Private and Public Companies
- Other related/interested Professionals and Organizations
John Ingrassia is a member of Proskauer’s Corporate department. He advises clients on a wide range of antitrust matters in various industries, including chemicals, pharmaceutical, medical devices, telecommunications, financial services, health care, and others. His practice includes a focus on the analysis and resolution of antitrust issues related to mergers, acquisitions, and joint ventures, and the analysis of Hart-Scott-Rodino pre-merger notification requirements. John has extensive experience with the legal, practical, and technical requirements of merger clearance and the Hart-Scott-Rodino Act, and is regularly invited to participate in Federal Trade Commission and bar association discussions regarding Hart-Scott-Rodino practice issues. In addition, John also advises clients regarding international antitrust issues arising in proposed acquisitions and joint ventures, including reportability under the EC Merger Regulation and numerous other foreign merger control regimes, and liaising with local counsel to coordinate foreign pre-merger notifications and ensure the efficacy and consistency of the competition law theories advanced.
John Ingrassia is a member of Proskauer’s Corporate department. He advises clients on a wide range of antitrust matters in …
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., …
Sharon Connaughton is an associate in Cooley’s Antitrust & Competition practice group. Her practice focuses on antitrust counseling, litigation and the defense of corporate clients in connection with domestic and international mergers and acquisitions. She has extensive experience advising clients on compliance with the Hart-Scott-Rodino Act and representing clients through the merger review process before the FTC, the DOJ, states attorneys general and foreign antitrust enforcement authorities. She has worked with clients in a number of industries, including automotive, consumer goods, computer hardware and software, financial services, oil and gas, pharmaceuticals and medical devices, publishing, and telecommunications.
Sharon Connaughton is an associate in Cooley’s Antitrust & Competition practice group. Her practice focuses on antitrust counseling, litigation and …
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Method of Presentation:
Basic Knowledge in Antitrust Law
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About Proskauer Rose LLP
Proskauer is a leading global law firm focused on creating value. Our roots go back to 1875, when we were founded in New York City. With 700+ lawyers active in virtually every major market worldwide, we are recognized not only for our legal excellence, but also our dedication to client service. Our clients include many of the world’s top companies, financial institutions, investment funds, not-for-profit institutions, governmental entities and other organizations across industries and borders. We also represent individuals in transactions and other matters. We have U.S offices New York, Washington, D.C., Boston, Chicago, Los Angeles, Newark, Boca Raton and New Orleans, as well as international offices in London, Paris, Hong Kong, Beijing and São Paulo.
About Paul Hastings LLP
Paul Hastings is a leading international law firm that provides innovative legal solutions to many of the world’s top financial institutions and Fortune Global 500 companies. With offices across Asia, Europe, and the US, we have the global reach and extensive capabilities to provide a personalized service wherever our clients’ needs take us.
Paul Hastings represents many of the world’s foremost businesses in their most significant antitrust and competition matters. Our team of former US federal prosecutors provides leading capabilities and experience coordinating and defending cartel investigations across continents. We are among only a handful of firms worldwide with the capability to defend associated ‘follow-on’ civil litigation from these investigations in all major antitrust jurisdictions.
Paul Hastings advises M&A clients across a range of industries, representing clients before antitrust enforcement agencies in Europe, Asia and North America. Our ranks include lawyers with long-standing private practice experience, as well as former government agency officials who have prosecuted hundreds of merger clearance investigations for global enforcement agencies. Paul Hastings is one of the only firms in the world with lawyers in its merger clearance practice who have successfully tried multiple merger cases before the US federal courts.
Our clients’ businesses do not have borders – neither do we. Our work for clients across the globe gives us the experience and understanding to guide clients through the growing matrix of national competition laws.
About Cooley LLP
Cooley’s attorneys solve legal issues for entrepreneurs, investors, financial institutions and established companies. Clients partner with Cooley on transformative deals, complex IP and regulatory matters, and high-stakes litigation, where innovation meets the law. Cooley has 900 lawyers across 12 offices in the United States, China and Europe. Cooley's antitrust & competition team is recognized as one of the top-tier practices in the area of antitrust by Legal 500, Chambers USA and Global Competition Review. We handle all aspects of antitrust and competition law matters – including counseling, litigation, agency representation and arbitration services – for Fortune 500 corporations, as well as growing companies.