Compliance with Items 4(c) and 4(d) of the Hart-Scott-Rodino Antitrust Improvements Act

Compliance Today December 2019

E. John Steren and Patricia M. Wagner, Members of the Firm in the Health Care & Life Sciences and Litigation & Business Disputes practices, in the firm’s Washington, DC, office, co-authored an article in Compliance Today, titled “Compliance with Items 4(c) and 4(d) of the Hart-Scott-Rodino Antitrust Improvements Act.”

Following is an excerpt (see below to download the full version in PDF format):

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) requires that certain proposed acquisitions of voting securities, noncorporate interests, or assets be reported to the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ) prior to consummation. The parties must then wait a specified period, usually 30 days (15 days in the case of a cash tender offer or bankruptcy sale), before they may complete the transaction.

Whether a particular acquisition is subject to the requirements of the HSR Act depends on the value of the acquisition and, in certain acquisitions, the size of the parties as measured by their sales and assets. At present, any transaction valued above $899.8 million is reportable. In addition, transactions valued between $90 million and $899.8 million may also be reportable if an acquiring party with assets or annual net sales at or above $180 million is making an acquisition from a party not engaged in manufacturing that has total assets at or above $18 million. Thresholds are updated annually and can be found on the FTC’s website ...