Premerger Reporting under the Hart-Scott-Rodino Act - A Basic Primer on Process and Reportability

The purpose of the HSR Act is simple: it is intended to provide the federal antitrust authorities advance notice of large transactions so that they can investigate their competitive effects before closing.  But determining the application of the HSR Act is anything but straightforward. This session presented by Dechert LLP partners James Fishkin and Gorav Jindal describes the HSR review process, provides a primer on the jurisdictional requirements for reportability, and discusses best practices to maximize the odds of clearance during the initial waiting period.

Learning Objectives:

I.   Identify the HSR review process – Discussion of the key decision-points and events, and their impact on closing an HSR reportable transaction

II.  Recognize HSR reportability – Overview of the jurisdictional thresholds, valuation, key exemptions, and the impact of failing to file

III. Understand the importance of pre-deal document creation – Overview of Item 4 documents, the need for a clear procompetitive rationale, and the impact of “bad” documents on the review process

IV. Summarize the initial waiting period – Discussion of best practices during the initial waiting period, the “pull-and-refile” option, customer outreach, and responding to voluntary requests for information