Editor’s Note: The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of Justice (DOJ) before completing the transaction. The HSR Act establishes the FTC and DOJ Premerger Notification Program, which is designed to allow the agencies to review the proposed transaction for potential antitrust concerns.
Under the HSR Act, companies are required to file a notification with the FTC and DOJ and to provide certain information about the transaction, including details about the companies involved, the assets or voting securities being acquired, and any overlap between the companies’ products or services. The agencies will then review the notification and may request additional information or documents to help them assess the potential competitive effects of the transaction. If the agencies determine that the transaction may harm competition, they may challenge it in court or require the parties to take steps to address the concerns before the transaction can be completed.
The HSR Act applies to a wide range of transactions, including mergers, acquisitions, and certain types of asset purchases and stock purchases. Certain thresholds must be met for the HSR Act to apply, such as the size of the companies involved and the value of the assets or voting securities acquired. The HSR Act also applies to transactions involving foreign companies if the companies meet the thresholds and the transaction has a sufficient connection to the United States.
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