The Federal Trade Commission and Department of Justice’s Antitrust Division last week each announced enforcement actions against and settlements with parties that alleged failed to make required notiﬁcations of transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Each case resulted in a signiﬁcant ﬁne (one of $800,000 and one of $1 million) and signaled the agencies’ intent to pursue vigorously parties that fail -- intentionally or negligently -- to meet their obligations under the HSR Act. Moreover, both cases address the scope of the HSR Act’s “investment only” exemption and show that the agencies construe it strictly to apply only when the acquiror’s interest and intent concerning the acquired ﬁrm is truly passive. Finally, these cases serve as a reminder that the Act’s ﬁling requirements apply not only to purchases of an entire company or all of its assets, but also to any purchase of voting securities so long as certain thresholds are met -- whether or not the purchaser obtains any signiﬁcant percentage ownership
Antitrust and Trade Regulation
Date of this Version
William J. Kolasky, Robert Bell, James W. Lowe, Leon Greenfield, A. Douglas Melamed, Veronica Kayne, Ali Stoeppelwerth, and Janet Ridge, "Antitrust and Competition Law Update: Agencies Send a Strong Message on HSR Filing" (May 2005). Wilmer Cutler Pickering Hale and Dorr Antitrust Series. Working Paper 39.