James J. Calder

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The Federal Trade Commission (FTC) recently announced new filing thresholds that will apply to mergers and acquisitions under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended (the Act). These new thresholds will go into effect on March 4.
Continue Reading FTC Releases Revised Hart-Scott-Rodino Filing Thresholds for 2021

HSR Early Terminations Suspended — On February 4, the Federal Trade Commission (FTC) announced that it was temporarily suspending the grant of Early Terminations of the 30-day Waiting Period for mergers and acquisitions that require notification under the Hart Scott Rodino Act.
Continue Reading FTC and DOJ Temporarily Suspend Early Termination of Hart-Scott-Rodino Waiting Periods

In response to the COVID-19 pandemic, the staffs at the Federal Trade Commission (FTC) and Department of Justice (DOJ) responsible for Hart-Scott-Rodino (HSR) merger reviews are working remotely. Accordingly, HSR filings cannot be made in hard copy — which is the only way those filings have been made in the past. In order address this situation, the FTC Premerger Notification Office has set up a temporary electronic platform to enable parties to make their HSR filings electronically. The new platform went live on Tuesday, March 17. Given the dislocations caused by these changes, the FTC has advised that it will not be granting Early Termination of the HSR Waiting Period on electronic filings at this time. Accordingly, parties who need HSR clearance on their transactions should factor in a full 30 days for HSR clearance in setting their timetables for closing.
Continue Reading COVID-19 Update – Hart-Scott-Rodino Filings

The Federal Trade Commission (FTC) recently announced new filing thresholds that will apply to mergers and acquisitions under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended. These new thresholds will go into effect on April 3.

Under the revised notification thresholds, transactions valued above $90 million will require HSR notification when they satisfy other requirements of the Act. This threshold is an increase from the current threshold of $84.4 million. The FTC adjusted the filing thresholds for larger transactions, as well. The current $168.8 million threshold will be increased to $180 million, and the current $843.9 million threshold will be increased to $899.8 million. Under the new thresholds, the filing fee for notifiable transactions valued: (1) above $90 million, but less than $180 million, remains at $45,000; (2) above $180 million, but less than $899.8 million, remains at $125,000; and (3) above $899.8 million remains at $280,000.Continue Reading FTC Releases Revised Hart-Scott-Rodino Filing Thresholds for 2019

On August 13, President Trump signed into law the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). The new law expands the jurisdiction and powers of the Committee on Foreign Investment in the United States (CFIUS) and will have material implications for investments made in US businesses by foreign investors. Certain provisions of the new law went into effect immediately. Others will become effective after implementing regulations are adopted.
Continue Reading New Foreign Investment Law Expands CFIUS Jurisdiction

On January 19, the Federal Trade Commission (FTC) announced the new filing thresholds that will apply to mergers and acquisitions under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended (the Act). These new thresholds will go in effect 30 days after publication in the Federal Register and will likely be effective by mid-to-late February.
Continue Reading FTC Releases Revised Hart-Scott-Rodino Filing Thresholds for 2017