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.
Ohio Hart Scott Rodino Questionnaire
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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.
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 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.
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
Your filing will not be published or accessible to the public, and there is a spe- cific statute that prevents members of the public from accessing HSR filings through Freedom of Information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.
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 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.
HSR filings are premerger notifications that parties to a proposed merger transaction make with both the Federal Trade Commission and the Department of Justice. Subject to minor exceptions, both the seller and the buyer must each separately file with both agencies.
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.
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The amount of the filing fee is based on the Size of Transaction. Failure to File Penalty. Failing to submit an HSR filing can carry a ... HSR form that is complete on its face and anticipates the questions we might have. Remember, we don't know anything about your transaction; everything.By BE Eckbo · 1985 · Cited by 366 ? accumulate on a few days' notice. The HSR Act required firms planning. "large" mergers to notify the FTC and the DOJ before completing the transaction. Parties are required to file a notification and report form with FCT and the Assistant Attorney General in charge of the Antitrust Division of ... HSR also applies to the acquisition of voting securities bythrough the act's size of transaction test if acquisitions of voting ... If a merger exceeds thresholds under the HSR Act, parties to the merger generally must first file a premerger notification with the FTC and ... Size-of-transaction test. The size-of-transaction test evaluates the assets, voting securities, and non-corporate interests (such as membership interests or ... The Committee on the Judiciary, to whom was referred the bill. (I-I.R. 8532), to amend the Clayton Act to permit State attorneys. The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (?HSR Act?), requires parties to acquisitions of voting securities, ... Rather than follow its long-established practice to file suit in federalTronox first filed its Hart-Scott-Rodino notification form on March 14, 2017.