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Hart Scott Rodino Questionnaire

Maryland Hart Scott Rodino Questionnaire

Name: Maryland Hart Scott Rodino Questionnaire
Brand: US Legal Forms
Rating: 4.85 (493 reviews)

Category:

Corporations - Due Diligence

State:

Multi-State

Control #:

US-DD0714

Format:

Instant download

Description

This due diligence questionnaire is provided to gather information required to evaluate antitrust aspects of the proposed transaction. It lists certain information that is required in order to assess the competitive consequences of the proposed acquisition, and, to determine is preparation of any required Hart-Scott-Rodino filing is necessary.

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FAQ

Your filing will not be published or accessible to the public, and there is a spe- cific statute that prevents members of the public from accessing HSR filings through Freedom of Information Act requests.

If the transaction is valued in excess of $50 million (as adjusted) but is $200 million (as adjusted) or less, only those transactions that also meet the size of person test require a filing.

BACKGROUND. The HSR merger review process generally requires the parties to transactions with a fair market value that exceeds annually adjusted thresholds to file premerger notifications with the FTC and the Antitrust Division. The parties must then wait 30 days7 (the Initial Waiting Period) before closing.

The HSR Act requires that parties to mergers and acquisitions, including acquisitions of voting securities and assets, notify the DOJ and the FTC, and observe a statutory waiting period if the acquisition meets specified size-of-person and size-of-transaction thresholds and doesn't fall within an exemption to the

If the transaction is valued in excess of $50 million (as adjusted) but is $200 million (as adjusted) or less, only those transactions that also meet the size of person test require a filing.

The most significant threshold in determining reportability is the minimum size of transaction threshold. This is often referred to as the $50 million (as adjusted) threshold because it started at $50 million and is now adjusted annually. For 2022, that threshold will be $101 million.

The HSR "size of parties" threshold generally requires that one party to the transaction have annual net sales or total assets of $202 million or more (up from $184 million in 2021), and that the other party have annual net sales or total assets of $20.2 million (up from $18.4 million).

The Hart-Scott-Rodino Act established the federal premerger notification program, which provides the FTC and the Department of Justice with information about large mergers and acquisitions before they occur. The parties to certain proposed transactions must submit premerger notification to the FTC and DOJ.

Once both parties have filed, a specific merger review timeline begins. For most but not all transactions, this starts with an initial 30-day waiting period. For cash tender offers and bankruptcies, the initial waiting period is only 15 days.

The size-of-person test applies to transactions valued at less than $200 million (as adjusted, $403.9 million) and is based on the total assets and annual net sales of the ultimate parent entities (UPEs) of the acquiring and acquired persons.

More info

Before you answer, recall that the HSR Act requires parties to certain mergers orthe "Size of Transaction" test in determining HSR reportability. Size-of-transaction test. The size-of-transaction test evaluates the assets, voting securities, and non-corporate interests (such as membership interests or ...By RS Schlossberg · 2001 · Cited by 5 ? pursuant to a recent amendment to the HSR Act, the size-of-person test is eliminated for transactions valued in excess of $200 million. 24-Feb-2022 ? Transactions valued between $101 million but not more than $403.9 million apply the ?size of the parties? test: One of the parties to the ... Pursuant to the Hart?Scott?Rodino Antitrust Improvements Act, section 7A(a)(2) requires the Federal Trade Commission to revise those thresholds annually, ... A second request is a routine part of the Hart?Scott?Rodino merger reviewus to complete its regulatory review and extends the waiting period for HSR ... The Hart-Scott-Rodino Act requires companies to file a pre-merger notification report with the Federal Trade Commission (FTC) and the Department of Justice (DOJ) ... In connection with the proposed transaction, NUI will file with the SecuritiesFlorida, Maryland and Virginia; the expiration of the Hart-Scott-Rodino ... ... Maryland Public Service Commission. Following the expiration of the U.S. Department of Justice's review period on Dec. 22, 2014, the Hart-Scott-Rodino ... 01-Feb-2021 ? $18.4 million and $184 million for the ?size of person? test. This test looks to the value of both parties to a merger. A transaction satisfies ...

Maryland Hart Scott Rodino Questionnaire

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How to fill out Maryland Hart Scott Rodino Questionnaire?

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FAQ

Are Hart Scott Rodino filings public?

What triggers a Hart-Scott-Rodino filing?

What is the Hart-Scott-Rodino waiting period?

What does the Hart-Scott-Rodino Act require?

What triggers a Hart Scott Rodino filing?

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What triggers HSR filing?

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What is HSR size of person test?

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