Your Hart-Scott-Rodino Act Compliance: What You Need to Know
The continued enforcement efforts of the Federal Trade Commission (FTC) and the Department of Justice (DOJ) under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) shall serve as a reminder for investors and investment firms to create appropriate procedures that comply with the premerger notification requirements. Individuals and companies who are unfamiliar with the HSR regulations can unknowingly violate the HSR filing obligations and be subjected to the increased maximum civil penalty.
In a two-hour LIVE Webcast, a panel of thought leaders and practitioners assembled by The Knowledge Group will discuss recent updates and government enforcement actions related to the Hart-Scott-Rodino Act. Speakers will also provide the audience with practical HSR compliance tips to avoid unwanted pitfalls.
Some of the major topics that will be covered in this course are:
- The Hart-Scott-Rodino Act - An Overview
- Significant Updates:
- Increased Maximum Civil Penalty
- Changes to Items 4(c) and 4(d) Documents
- Revised DOJ Model Second Request
- Key Issues and Common Violations
- Legal Challenges and Remedies
- Recent Enforcement Actions
- Best Compliance Practices
Sharon Connaughton, Attorney
- HSR Act Background and Overview
- When is HSR Notification Required?
- Size of Transaction Test
- Types of Transactions Covered
- Size of Person Test
- Determining the Ultimate Parent Entity
- Size of Transaction Test
- HSR and Overall Deal Timing – Where does HSR fit into a transaction?
- Consider HSR when evaluating transaction
- HSR can be filed any time after definitive agreement reached– can be LOI
- Waiting period
- Early termination
- Filing requirements – timing and cost considerations and discussion of new rules/instructions just released
- Who files?
- Filing fees
- Contents of the filings and necessary attachments
- Confidentiality of the Filing
James J. Calder, Partner
Katten Muchin Rosenman
- Overview of the key HSR Exemptions
- process for checking for exemptions
- commonly used exeemptions
- HSR Process
- the waiting period and extensions thereof and termination
- investigations and second requests
- Strategies for handling difficult horizontal deals
- A note on foreign merger clearances
John R. Ingrassia, Senior Counsel
Proskauer Rose LLP
- Civil penalties available under the HSR Act
- Policy on HSR enforcement
- Recent Enforcement Actions
- Duke Energy
- Failures to file/incremental acquisitions
- 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 Leveraged Buy-Outs
- Increased maximum civil penalty and filing thresholds
- Clayton Act Section 8 increased thresholds
- Hidden Risks
- Executive compensation
- Over reporting
- Corrective filings
Who Should Attend:
- Antitrust Lawyers
- Attorneys General
- Civil Litigators
- Chief Compliance Officers
- Financial Executives and Directors
- Financial Reporting Personnel
- Corporate Executives
- In-house Counsel
- Private Companies
- Investment Firms
James J. Calder devotes his practice to antitrust and competition law. He is co-head of the firm’s Antitrust and Competition practice.
James’ antitrust practice includes litigation, counseling and responding to government antitrust investigations. He handles matters involving price fixing, market allocation, group boycotts and other horizontal restraints; monopolization, intellectual property licensing and other intellectual property issues; industry-wide standard setting efforts; vertical restraints; distribution issues; and Robinson-Patman Act problems.
He represents parties to US and cross-border mergers and acquisitions. His M&A work includes substantive antitrust merger analysis, Hart-Scott-Rodino and foreign merger clearance compliance, defending merger investigations and negotiating resolutions in contested merger situations. He also provides antitrust representation in the structuring and operation of domestic and international joint ventures and other collaborative efforts among competitors.
James handles matters for clients in more than 40 industries, including apparel, athletic equipment, aviation, beer, builders hardware, chemicals, computer chip production, computer hardware and software, computer video games, consumer electronics, electrical carbon products, fertilizer additives, fine art dealing, freight forwarding, health care, industrial laundry and linen supply, medical devices, military electronics, milk, motion pictures, music publishing, pharmaceuticals, radio, recorded music, reinsurance, securities trading, soft drinks, textile machinery and television.
In addition to traditional antitrust matters, James advises on deceptive practices, misleading advertising, consumer protection and competitive tort issues.
James J. Calder devotes his practice to antitrust and competition law. He is co-head of the firm’s Antitrust and Competition …
John Ingrassia is a senior counsel in Proskauer’s Washington, D.C. office and 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 significant focus on the analysis of Hart-Scott-Rodino pre-merger notification requirements, the coordination and submission of Hart-Scott-Rodino filings, and the analysis and resolution of antitrust issues related to mergers, acquisitions, and joint ventures. John has extensive experience with all aspects of the Hart-Scott-Rodino Act, and is regularly invited to participate in Federal Trade Commission and bar association discussions regarding HSR-related issues.
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 competition filing regimes. He is a graduate of Pace University, and earned his JD from Hofstra University School of Law.
John Ingrassia is a senior counsel in Proskauer’s Washington, D.C. office and advises clients on a wide range of antitrust …
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 …
Print and review course materials
Method of Presentation:
Background on Antitrust Law
NASBA Field of Study:
Business Law - Technical
NY Category of CLE Credit:
Areas of Professional Practice
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About Katten Muchin Rosenman
Katten Muchin Rosenman LLP is a firm of first choice for clients seeking sophisticated, high-value legal services in the United States and abroad. Our more than 600 attorneys serve public and private companies, including a third of the Fortune 100, as well as a number of government and nonprofit organizations and individuals. Katten's Antitrust and Competition attorneys handle the full range of antitrust engagements. We advise clients on issues arising from relations with competitors, pricing, product distribution, monopolization, tying, group boycotts, price discrimination and intellectual property matters. Our antitrust litigation work includes representation of clients in government and private suits (including class actions), competitive tort situations, civil and criminal investigations (such as grand juries), and competition claims arising out of intellectual property matters.
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 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.