Merger Clearance

Rubin PLLC guides clients through the pre-merger reporting to U.S. competition authorities as required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act).

The HSR Act and its implementing regulations require significant simultaneous disclosure of information about a reportable transaction to the Federal Trade Commission Pre-merger Notification Office (PNO) and the Antitrust Division of the Department of Justice (DOJ).

A person engaged in a reportable transaction must disclose the financial positions and ownership interests of the merging parties and all related entities as well as all documentary evidence, formal and informal, relating to the parties’ analysis and planning of the transaction, its management, and the business policies contemplated for the post-merger entity.

Whether or not a transaction is reportable depends on the size of the transaction and the size of the persons involved in the transaction. The "transaction size test" and the "person size test" are based on monetary thresholds--ordinarily adjusted by the FTC in January of each year.

Determining reportablity usually requires a thorough analysis of the proposed transaction and the parties to it. The reportability determination involves both a careful calculation of the monetary thresholds applicable at the time of closing and consideration of the many regulatory exemptions that render many classes of transactions non-reportable. Determination of reportability should always be made in consultation with capable and independent legal counsel.

 [1] Clayton Act §7A, 15 U.S.C. §18A.