The new year has brought the most significant changes to the Hart-Scott-Rodino pre-merger notification process since the HSR Act took effect in 1976. These changes will impact nearly all aspects of the HSR process including the information needed to complete the filing, the time and effort required, and, most importantly, what filing parties should – and should not -- be doing when considering and preparing for a transaction. In short, much of what you need to know about HSR has now changed.
During this webinar, attendee will learn what is needed to know about the changes to the Hart-Scott-Rodino process, including:
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An overview of the new rule, highlighting the most impactful changes
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What new documents must be included in the filing, including some that are not specifically related to the transaction
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What information companies should maintain in the regular course of business so as to not delay the closing of a transaction
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Dos and don’ts for companies contemplating a transaction
Key Takeaways
The updated HSR pre-merger notification rules, effective February 10, 2025, introduce the most substantial changes to the process since the inception of HSR in 1976. Below are several key points from the discussion:
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The revised rules significantly increase the documentation and time required to complete filings. Prior experience with filing timelines, particularly on short timeframes, will likely need to be reformulated to account for the new elements in the updated HSR Form.
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Draft documents, including emails and materials shared via cloud platforms, must now be submitted if sent to officers or directors. This change dramatically expands the scope of production from prior “4(c)” document requirements.
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New narrative responses are required, including descriptions of business lines, customer categories, and supply relationships, especially in cases of potential competitive overlap.
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Parties must disclose whether their officers or directors serve in similar roles at competing entities. This requirement will likely require ongoing monitoring by parties considering transactions in order to prevent last minute roadblocks when seeking to file HSR.
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Ordinary course strategic planning documents may be required, even if they were not prepared concerning the deal.
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The rules include a heightened focus on private equity, requiring more detailed reporting of minority interests, fund structures, and affiliated entities.
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Given the volume and complexity of new requirements, early preparation is essential to avoid delays and ensure timely filings.
To view a recording of this webinar, click here.