Hart–Scott–Rodino Antitrust Improvements Act

Hart-Scott-Rodino Antitrust Improvements ActHart-Scott-RodinoHart-Scott-Rodino ActHart-Scott-Rodino Antitrust Improvement Act of 1976Hart-Scott-Rodino merger review process
The Hart–Scott–Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act.wikipedia
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Clayton Antitrust Act of 1914

Clayton Antitrust ActClayton ActClayton Act of 1914
The Hart–Scott–Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act.
Pursuant to the Hart–Scott–Rodino Antitrust Improvements Act, section 7A(a)(2) requires the Federal Trade Commission to revise those thresholds annually, based on the change in gross national product, in accordance with Section 8(a)(5) and take effect 30 days after publication in the Federal Register.

Parens patriae

spousal rights
as parens patriae, on behalf of their citizens.
For example, the Hart-Scott-Rodino Antitrust Improvement Act of 1976 ( 15 USC 15c), through Section 4C of the Clayton Act, permits state attorneys general to bring parens patriae suits on behalf of those injured by violations of the Sherman Antitrust Act.

Second request

Second request (law)
In transactions where either the FTC or the Antitrust Division believes there may be significant anti-competitive consequences, either agency may require that the parties submit more background information by means of the second request process.
Under the Hart-Scott-Rodino Antitrust Improvements Act, before certain mergers, tender offers or other acquisition transactions can close, both parties to the deal must file a "Notification and Report Form" with the Federal Trade Commission (FTC) and the Assistant Attorney General in charge of the Antitrust Division.

Competition law

antitrustantitrust lawanti-trust
The Hart–Scott–Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act.

United States

AmericanU.S.USA
The Hart–Scott–Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act.

Gerald Ford

Gerald R. FordFordGerald R. Ford, Jr.
The HSR Act was signed into law by president Gerald R. Ford on September 30, 1976.

Philip Hart

Philip A. HartPhil HartPhilip Aloysius Hart
The HSR Act is named after senators Philip A. Hart and Hugh D. Scott, Jr. and representative Peter W. Rodino.

Hugh Scott

Hugh D. ScottHugh D. Scott, Jr.Hugh D. Scott Jr.
The HSR Act is named after senators Philip A. Hart and Hugh D. Scott, Jr. and representative Peter W. Rodino.

Peter W. Rodino

Peter RodinoPeter W. Rodino, Jr.Peter W. Rodino Jr.
The HSR Act is named after senators Philip A. Hart and Hugh D. Scott, Jr. and representative Peter W. Rodino. Title III is in substance the original bill introduced in the House of Representatives by congressman Peter W. Rodino; the other titles of the Act were added as the bill was amended during congressional deliberations.

Mergers and acquisitions

mergermergedM&A
The HSR Act provides that parties must not complete certain mergers, acquisitions or transfers of securities or assets, including grants of executive compensation, until they have made a detailed filing with the U.S. Federal Trade Commission and Department of Justice and waited for those agencies to determine that the transaction will not adversely affect U.S. commerce under the antitrust laws. The Act provides that before certain mergers, tender offers or other acquisition transactions (including certain grants of executive compensation) can be completed, both parties must file a "notification and report form" with the Federal Trade Commission and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice.

Federal Trade Commission

FTCU.S. Federal Trade CommissionUnited States Federal Trade Commission
The HSR Act provides that parties must not complete certain mergers, acquisitions or transfers of securities or assets, including grants of executive compensation, until they have made a detailed filing with the U.S. Federal Trade Commission and Department of Justice and waited for those agencies to determine that the transaction will not adversely affect U.S. commerce under the antitrust laws. The Act provides that before certain mergers, tender offers or other acquisition transactions (including certain grants of executive compensation) can be completed, both parties must file a "notification and report form" with the Federal Trade Commission and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice.

United States Department of Justice

Department of JusticeU.S. Department of JusticeJustice Department
The HSR Act provides that parties must not complete certain mergers, acquisitions or transfers of securities or assets, including grants of executive compensation, until they have made a detailed filing with the U.S. Federal Trade Commission and Department of Justice and waited for those agencies to determine that the transaction will not adversely affect U.S. commerce under the antitrust laws. The Act provides that before certain mergers, tender offers or other acquisition transactions (including certain grants of executive compensation) can be completed, both parties must file a "notification and report form" with the Federal Trade Commission and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice.

Due diligence

due caredue diligence auditdue-diligence
While parties can carry out due diligence and plan for post-merger integration, they may not take any steps to integrate operations, such as an acquiring party obtaining operational control of the acquired party.

Tender offer

tenderpublic takeover bidtenders
The Act provides that before certain mergers, tender offers or other acquisition transactions (including certain grants of executive compensation) can be completed, both parties must file a "notification and report form" with the Federal Trade Commission and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice.

United States Assistant Attorney General

Assistant Attorney GeneralAssistant Attorney General of the United StatesU.S. Assistant Attorney General
The Act provides that before certain mergers, tender offers or other acquisition transactions (including certain grants of executive compensation) can be completed, both parties must file a "notification and report form" with the Federal Trade Commission and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice.

United States Department of Justice Antitrust Division

Antitrust DivisionU.S. Department of Justice's Antitrust DivisionU.S. Department of Justice Antitrust Division
The Act provides that before certain mergers, tender offers or other acquisition transactions (including certain grants of executive compensation) can be completed, both parties must file a "notification and report form" with the Federal Trade Commission and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice.

Federal Register

Federal Register ActFRfederal regulation
Early terminations are made public in the Federal Register and posted on the Federal Trade Commission website.

U.S. state

StatestatesU. S. state
Title III of the Act allows attorneys general of states to sue companies in federal court for monetary damages under antitrust laws.

United States district court

U.S. District Courtfederal district courtdistrict court
Title III of the Act allows attorneys general of states to sue companies in federal court for monetary damages under antitrust laws.

Damages

compensationcompensatory damagesmonetary damages
Title III of the Act allows attorneys general of states to sue companies in federal court for monetary damages under antitrust laws.

United States House of Representatives

U.S. RepresentativeU.S. House of RepresentativesUnited States Representative
Title III is in substance the original bill introduced in the House of Representatives by congressman Peter W. Rodino; the other titles of the Act were added as the bill was amended during congressional deliberations.

Illinois Brick Co. v. Illinois

Illinois BrickIllinois Brick'' decisionIllinois Brick'' doctrine
The effectiveness of the parens patriae provision of HSR was greatly weakened by the Supreme Court's Illinois Brick decision, which substantially limited damages relief to direct purchasers, making consumer indirect purchasers unable to sue.