Michele S Harrington
Updates
Competition & Antitrust
Hart-Scott-Rodino and interlocking directorate thresholds announced for 2017
USA | 09 February 2017The Federal Trade Commission released the annual jurisdictional adjustments for pre-merger notification filings made pursuant to Section 7A of the Clayton Act, known as the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as for Section 8 of the act. The new filing thresholds for Hart-Scott-Rodino notification will become effective 30 days after publication in the Federal Register, while the revisions to Section 8 will become effective immediately on publication in the register.
UK company agrees to pay Hart-Scott-Rodino fine in connection with vesting of restricted stock units
USA | 08 September 2016The Federal Trade Commission recently announced that a UK public limited company has agreed to pay a fine to settle charges that it had violated the Hart-Scott-Rodino Act pre-merger notification and waiting period requirements when it acquired voting securities through the vesting of restricted stock units. Parties should take care when acquiring voting shares, assets or non-corporate interests, regardless of whether they are US entities and how the acquisition is structured.
Record fine for improper reliance on investment-only exemption
USA | 04 August 2016The Department of Justice recently announced that ValueAct Capital has agreed to pay a record $11 million civil penalty to settle allegations that the activist investment firm violated the notification and waiting period requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 when it acquired more than $2.5 billion in voting shares of Halliburton and Baker Hughes. The previous record fine for an Hart-Scott-Rodino Act violation was $5.67 million.
FTC more than doubles maximum civil penalty for Hart-Scott-Rodino Act violations
USA | 21 July 2016The Federal Trade Commission (FTC) has announced significant increases to the maximum civil penalties for violations of numerous laws and regulations that it enforces, including pre-merger notification requirements under the Hart-Scott-Rodino Antitrust Improvements Act. The FTC has increased the civil penalties for Hart-Scott-Rodino Act violations by 150%, from $16,000 per day to $40,000 per day.
Hart-Scott-Rodino action: caution needed among minority investors and activist stockholders
USA | 05 May 2016The US Department of Justice has filed a complaint in federal court against activist investor ValueAct Capital for violating the reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The complaint against ValueAct focuses on whether its actions and statements were consistent with an investment-only intent.
New Hart-Scott-Rodino and interlocking directorate thresholds announced
USA | 04 February 2016The Federal Trade Commission recently released the annual jurisdictional adjustments for pre-merger notification filings made pursuant to Section 7A of the Clayton Act, known as the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and for Section 8 of the Clayton Act. Both changes should be effective by the end of February 2016.
Third Point settlement cautions on limits of Hart-Scott-Rodino investment-only exemption
USA | 22 October 2015The Federal Trade Commission recently announced a settlement with Third Point, LLC and three affiliated investment funds for violations of the Hart-Scott-Rodino Antitrust Improvements Act 1976 in connection with their 2011 acquisitions of shares in Yahoo! Inc. The settlement highlights the need for vigilance in monitoring Hart-Scott-Rodino compliance in connection with the acquisition of voting securities of any corporation.
Flakeboard and SierraPine pay civil penalties to settle unlawful 'gun jumping' charges
USA | 11 December 2014The Department of Justice recently announced a settlement under which parties to an abandoned transaction agreed to pay a total of nearly $5 million in fines to settle claims of unlawful gun jumping under the Hart-Scott-Rodino Act. There are many lessons to be gleaned from the complaint and settlement agreement.
FTC issues maximum penalty for violation of pre-merger notification requirements
USA | 18 September 2014Berkshire Hathaway Inc recently agreed to a settlement with the Federal Trade Commission for allegedly violating the pre-merger reporting requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 . The settlement highlights the need for vigilance in monitoring compliance under the act and for companies to consider the filing requirements for all types of transaction.
New Hart-Scott-Rodino and interlocking directorate thresholds announced for 2014
USA | 06 February 2014The Federal Trade Commission has released the annual jurisdictional adjustments for pre-merger notification filings made pursuant to Section 7A and 8 of the Clayton Act. Under the Hart-Scott-Rodino Act, certain acquisitions of assets, voting securities or interests in non-corporate entities are subject to pre-merger notification filing and waiting period requirements.
New reporting requirements for pharmaceutical patent transfers
USA | 19 December 2013The Federal Trade Commission recently announced final changes to the Hart-Scott-Rodino Act rules regarding acquisitions of exclusive patent rights in the pharmaceutical industry. The revised rules, which apply only to transfers of pharmaceutical patent rights, will increase the number of licensing arrangements in the pharmaceutical industry that will be subject to the act's pre-closing filing and waiting period requirements.
FTC hands down another fine for violation of pre-merger filing requirements
USA | 25 July 2013The Federal Trade Commission has announced the filing of another civil complaint for violation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The complaint serves as another reminder of the importance of consulting with Hart-Scott-Rodino counsel before the acquisition of voting securities, assets or controlling interests in partnerships or limited liability companies.
FTC amends Hart-Scott-Rodino and Clayton Act jurisdictional thresholds
USA | 24 January 2013The Federal Trade Commission has released the annual jurisdictional adjustments for pre-merger notification filings made pursuant to Section 7A of the Clayton Act, known as the Hart-Scott-Rodino Antitrust Improvements Act 1976, as well as for Section 8 of the Clayton Act. The new thresholds for Hart-Scott-Rodino notification will become effective on February 11 2013.
Biglari to pay $850,000 to settle Hart-Scott-Rodino Act claim
USA | 11 October 2012Biglari Holdings, Inc has agreed to pay a $850,000 civil penalty to settle charges that it violated the Hart-Scott-Rodino Act in connection with its 2011 acquisition of voting shares of Cracker Barrel Old Country Store, Inc. The Department of Justice charged Biglari with accumulating approximately 9% of the voting securities of Cracker Barrel without satisfying the notification and waiting period requirements of the act.
FTC announces Hart-Scott-Rodino and Clayton Act jurisdictional threshold changes
USA | 09 February 2012The Federal Trade Commission recently released the annual jurisdictional adjustments for pre-merger notification filings made pursuant to Section 7A of the Clayton Act. Under the act, acquisitions of assets, voting securities or interests in non-corporate entities are subject to pre-merger notification filing and waiting period requirements if the applicable jurisdictional thresholds are satisfied and no exemption applies.
CEO fined for Hart-Scott-Rodino violation on acquisition of stock-based compensation
USA | 26 January 2012A public company chief executive recently consented to a federal district court order requiring him to pay a $500,000 civil penalty for violating the Hart-Scott-Rodino Act. The Department of Justice Antitrust Division charged the executive with failing to satisfy the act's notification and waiting period requirements before acquiring common stock under his company's stock-based compensation programmes.
Antitrust agencies announce significant changes to Hart-Scott-Rodino form
USA | 28 July 2011The Federal Trade Commission and the Department of Justice recently announced revisions to the Hart-Scott-Rodino pre-merger notification rules and the Hart-Scott-Rodino form. Although some of the changes are intended to make Hart-Scott-Rodino filing less onerous, others will add to the burden of completing the form.
Federal Trade Commission announces changes to jurisdictional thresholds
USA | 10 February 2011The Federal Trade Commission recently released the annual jurisdictional adjustments for pre-merger notification filings made pursuant to Section 7A of the Clayton Act, known as the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as for Section 8 of the Clayton Act. The new Hart-Scott-Rodino thresholds will take effect on February 24, while the Section 8 revisions came into force on January 25.
FTC proposes significant amendments to Hart-Scott-Rodino form
USA | 09 September 2010The Federal Trade Commission recently published proposed amendments to the Hart-Scott-Rodino rules, form and instructions. Some of the proposed amendments are designed to streamline the form and make Hart-Scott-Rodino filings less burdensome. Others are designed to capture information not currently requested in the Hart-Scott-Rodino form, which may increase the burden for certain filing parties.
FTC approves Google/AdMob transaction
USA | 17 June 2010The Federal Trade Commission has approved Google Inc's proposed acquisition of AdMob Inc following a six-month second request investigation. In addition to a press release announcing the decision, the commissioners took the fairly unusual step of issuing a closing statement to explain the decision - revealing that the commissioners' primary rationale for clearing the deal was the entry of Apple Inc into the relevant market.
FTC announces changes lowering jurisdictional thresholds
USA | 25 February 2010The Federal Trade Commission has released the annual jurisdictional adjustments for pre-merger notification filings made pursuant to Sections 7A (known as the Hart-Scott-Rodino Antitrust Improvements Act of 1976) and 8 of the Clayton Act. This year, due to the economic downturn, both sets of thresholds have decreased.
Changes to Hart-Scott-Rodino and Clayton Act Jurisdictional Thresholds
USA | 05 February 2009The Federal Trade Commission has released the annual jurisdictional adjustments both for pre-merger notification filings made pursuant to Section 7A of the Clayton Act, known as the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and for Section 8 of the Clayton Act.
Annual Review of Hart-Scott-Rodino and Clayton Act Jurisdictional Thresholds
USA | 14 February 2008The Federal Trade Commission has announced new jurisdictional thresholds for pre-merger notification filings made pursuant to Section 7A of the Clayton Act, known as the Hart-Scott-Rodino Antitrust Improvements Act (1976), and for Section 8 of the Clayton Act. The former will take effect on February 28 2008; the new thresholds for Section 8 of the Clayton Act became effective on January 18 2008.
Hart-Scott-Rodino Act: Item 4(c) Matters!
USA | 08 November 2007Iconix Brand Group has agreed to pay a civil penalty of $550,000 to settle charges from the Department of Justice that it failed to produce certain documents in connection with its acquisition of Rocawear as required by the Hart-Scott-Rodino Act. The matter serves as a reminder that neglecting Item 4(c) obligations can have serious repercussions.
FTC Announces Changes to Clayton Act Jurisdictional Thresholds
USA | 08 February 2007The Federal Trade Commission has announced new jurisdictional thresholds for pre-merger notification filings made pursuant to the Hart-Scott-Rodino Antitrust Improvements Act 1976 and Section 8 of the Clayton Act. The new Section 8 thresholds are already in force, while the new Hart-Scott-Rodino thresholds will take effect on February 21 2007.
Changes to Hart-Scott-Rodino Notification Thresholds
USA | 09 February 2006The Federal Trade Commission recently announced new jurisdictional thresholds for pre-merger notification filings made pursuant to the Hart-Scott-Rodino Antitrust Improvements Act. Under the act, certain acquisitions in non-corporate entities are subject to pre-merger notification filing and waiting period requirements if the applicable jurisdictional threshold tests are satisfied and no exemption applies.
Hart-Scott-Rodino Rules Apply to Restricted Stock Grants
USA | 07 July 2005The Federal Trade Commission (FTC) has long held that executives and employees who acquire voting securities of the US company for which they work may have a filing obligation under the Hart-Scott-Rodino Antitrust Improvements Act 1976. In a recent interpretation the FTC indicated that these filing obligations apply even when executives receive restricted stock grants as part of a compensation system.
Amendment of Hart-Scott-Rodino Rules Triggers New Reporting Obligations
USA | 17 March 2005New rules under the Hart-Scott-Rodino Antitrust Improvements Act aim to reconcile the current disparate treatment of corporations and unincorporated entities. The rules will affect the reporting requirements related to acquisitions of interests in partnerships, limited liability companies and other unincorporated entities that are consummated after the rules take effect.
Changes to Hart-Scott-Rodino Notification Thresholds Announced
USA | 24 February 2005The Federal Trade Commission has announced new jurisdictional thresholds for pre-merger notification filings made pursuant to the Hart-Scott-Rodino Act. The new thresholds will not affect the amount of the applicable Hart-Scott-Rodino filing fees to be paid, but will affect the threshold levels applicable to each of the filing fees.
Hart-Scott-Rodino Clearance Does Not Guarantee Immunity
USA | 31 July 2003A recent Federal Trade Commission (FTC) ruling shows that that antitrust clearance under the Hart-Scott-Rodino Act does not provide immunity from future investigation and intervention into a consummated merger or acquisition. The decision marks the first time that the FTC has obtained an order breaking up a consummated deal that previously was reviewed and had received clearance under the act.
FTC Announces New Merger Remedy Guidelines
USA | 05 June 2003The Federal Trade Commission has released a Statement on Negotiating Merger Remedies which provides guidance to companies and their antitrust counsel when divesting assets pursuant to a consent decree or when buying such assets. The statement serves as a partial roadmap to help streamline what is often a lengthy divestiture approval process.
Antitrust Division Files Complaint for Hart-Scott-Rodino Breaches
USA | 27 March 2003The Department of Justice Antitrust Division has brought a complaint against a company which it believes erroneously relied on the investment-only Hart-Scott-Rodino exemption when it acquired minority interests in another corporation without first filing a Hart-Scott-Rodino notification report and observing the relevant waiting period.
Premerger Notification Requirements for Exclusive IP Licences
USA | 26 September 2002Under the Hart-Scott-Rodino Act, parties to certain exclusive IP licences must file notifications with the US federal antitrust agencies and observe a waiting period before closing on the licences. Whether an exclusive IP licence is reportable turns on factors including the size of the parties to the licence and the amount of royalties being paid.
Companies Penalized for Pre-merger 'Gun-Jumping'
USA | 30 May 2002The Antitrust Division of the Department of Justice recently announced a proposed settlement in a case that highlights the division's commitment to ensuring that merging firms refrain from 'gun-jumping' - that is, coordinated activities before the merger is actually concluded.
Federal Trade Commission Amends Hart-Scott-Rodino Rules
USA | 11 April 2002Among other changes to the Hart-Scott-Rodino rules, the Federal Trade Commission has restored the full five-year exemption period for acquisitions of voting securities that follow a pre-February 1 2001 notification filing and that do not meet or exceed a greater notification threshold.
