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.
Wisconsin Hart Scott Rodino Questionnaire
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Your filing will not be published or accessible to the public, and there is a spe- cific statute that prevents members of the public from accessing HSR filings through Freedom of Information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.
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.
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 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
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.
During the preliminary review, the parties must wait 30 days (15 days in the case of a cash tender or bankruptcy transaction) before closing their deal.
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).
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.
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A Practice Note explaining how to determine whether a transaction is reportable under the Hart-Scott-Rodino Act. This Note sets out the HSR thresholds and ... The FTC alleged that Malone failed to file the required. HSR notification in 2005 after buying Discovery voting securities, and then in 2008 purchased.By T Leverington · 2015 ? Serious questions exist, however, as to whether the FTC has authority under the Hart-Scott-Rodino Act to promulgate rules that only apply to ... 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. Size-of-transaction test. The size-of-transaction test evaluates the assets, voting securities, and non-corporate interests (such as membership interests or ... Two bills were submitted to the Senate: the Consolidation Prevention and Competition Promotion Act (CPCPA) and the Merger Enforcement Improvement Act (MEIA). WASHINGTON (Reuters) ? U.S. Senator Elizabeth Warren has asked theIn February, the FTC extended its review of the deal under the Hart-Scott-Rodino Act ... If a merger exceeds thresholds under the HSR Act, parties to the merger generally must first file a premerger notification with the FTC and ... FTC Announces 2022 Thresholds for Merger Control Filings under HSR Act and Interlocking Directorates under the Clayton Act. PDF file · Twitter · Linkedin ... What are the Requirements of an HSR Antitrust Filing for a Merger orBelow are some frequently asked questions with answers about HSR filings.