|
Summary
|
 Applies
if
- Buyer has total assets/annual net sales of
$100
million or more;
and
- Target has total assets/annual net sales of
$10
million or more;
and
- Buyer will acquire at least $50 million of
Target's assets or voting securities
or
- Transaction is valued at more than $200m
(regardless of the size of the parties)
These
thresholds are periodically adjusted for inflation
Requires
filings with FTC or Department of Justice
Waiting
period then ensues before deal can be completed
- Cash tender offers 15 days
- Exchange offers 30 days
Agency
can make a second request for more information
- Results in the start of a second
waiting period from the date of substantial compliance
with the second request
- Second request is often
substantial, requiring weeks
and even months to satisfy
DOJ
Training Manual
|
Developments
Statute
|
Hart-Scott-Rodino Antitrust Improvements
Act of 1976
15 USC 18a
Text of Statute
|
Regulations
|
16
CFR § 801 - Coverage Rules 16
CFR § 802 - Exemption Rules
16
CFR § 803 - Transmittal Rules
- Adopting Release
|
FTC Materials
DOJ Materials
SEC_CODE_REF_0090001192884
|
Internal
training manual
- Index
|
Second Requests
|
FTC
materials
Commentary
Changes
to FTC second request process 2006 |
Enforcement Actions
|
 QUALCOMM
- Flarion 2006
- DOJ settles charges that
QUALCOMM obtained
operational control over Flarion Technologies
before expiration of HSR Act pre-merger waiting period
- $1.8 million in civil penalties
for gun-jumping
-
DOJ press release 4.13.06
- Complaint
-
QCOM press release 4.13.06
- Commentary
Scott
Sacane - Hedge fund manager 2005
- FTC imposes $350,000 penalty
- This significant penalty should put hedge funds,
their managers, and securities traders on notice that they are not exempt from
filing pre-merger notification forms when required to do so, said Susan
Creighton, Director of the FTCs Bureau of Competition
-
FTC press release 9.26.05
- Complaint
Chicago
Bridge & Iron / Pitt-DesMoines 2003
- FTC challenges a consummated acquisition -- even after HSR Act review --
without contending that HSR Act disclosure requirements weren't met
Gemstar-TV
Guide International 2003
- DOJ settles charges that
Gemstar and TV Guide had fixed prices, allocated customers, and jointly
managed their interactive program guide business during the HSR Act
pre-merger waiting period
- Record $5.67 million in civil penalties
for gun-jumping
- Merged company agreed to consent decree
restrictions
Smithfield
Foods 2003
- DOJ brings charges that
Smithfield Foods twice failed to comply with HSR Act waiting periods before
acquiring stock in anticipation of acquiring IPB, Inc., a competitor
- Seeks maxiumum civil penalty, $5.47
million
- IBP was ultimately acquired by Tyson's
Foods Inc.
|
Antitrust Gun-Jumping
|
