Author: Michael Lindsay

Michael Lindsay is a Partner in Dorsey & Whitney’s Trial group and co-chair of the Antitrust practice. His expertise is in the area of general civil litigation, with a strong emphasis on antitrust (litigation and counseling), trademark and unfair competition, commercial, securities, and product-liability defense. Tel: + 1 612 340 7819 Email: lindsay.michael@dorsey.com

HSR Developments

In January 2022, the Federal Trade Commission (FTC) made two important announcements for M&A practitioners. First, on January 24, the FTC announced the annual adjustment of the thresholds that trigger premerger reporting obligations under the Hart-Scott-Rodino (HSR) Act. The new thresholds will apply to transactions closing after February 23, 2022. Second, the FTC announced the annual adjustment for maximum daily civil penalties for noncompliance with the HSR Act’s requirements (failure to file, failure to observe the mandatory waiting period, or...

FTC Announces New Position on Debt and HSR Valuation

On August 26, the Federal Trade Commission announced a new position on an important factor in determining whether a transaction must be reported under the Hart-Scott-Rodino Act: whether debt repayment at closing counts in determining the value of a transaction. The FTC’s new position is that “the full or partial retirement of debt should be included in calculating the Acquisition Price in any instance where selling shareholder(s) benefit from the retirement of that debt.” An explanation of the FTC’s new...

FTC Temporarily Suspends Early Terminations

The FTC and DOJ announced today the temporary suspension of the practice of granting “early termination” of the HSR waiting period. In other words, for the time being, you should assume that any reportable transaction will require the full 30-day waiting period (shorter in all-cash tender offers). This is expected to be a short-duration suspension. See FTC press release here.

Decrease in HSR Reportability Thresholds and Other HSR Developments

On February 2, 2021, the Federal Trade Commission (FTC) announced the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act. The new thresholds will apply to transactions closing on or after March 4, 2021 (that is, 30 days after publication of the announcement in the Federal Register). This year, for the first time in a decade, the thresholds decreased. Last month, the FTC also announced adjusted thresholds that trigger prohibitions...

Increase in HSR Reportability Thresholds and Other HSR Developments

On January 28, 2020, the Federal Trade Commission (FTC) announced the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act, which will apply to transactions closing 30 days after publication of the announcement in the Federal Register. The FTC also announced adjusted thresholds that trigger prohibitions on certain interlocking memberships on corporate boards of directors, which will become effective immediately on publication in the Federal Register. Both sets...