This due diligence questionnaire is provided to gather information required to evaluate antitrust aspects of the proposed transaction. It lists certain information that is required in order to assess the competitive consequences of the proposed acquisition, and, to determine is preparation of any required Hart-Scott-Rodino filing is necessary.
Massachusetts Hart Scott Rodino Questionnaire
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How to fill out Hart Scott Rodino Questionnaire?
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Your filing will not be published or accessible to the public, and there is a spe- cific statute that prevents members of the public from accessing HSR filings through Freedom of Information Act requests.
The HSR Act requires that parties to mergers and acquisitions, including acquisitions of voting securities and assets, notify the DOJ and the FTC, and observe a statutory waiting period if the acquisition meets specified size-of-person and size-of-transaction thresholds and doesn't fall within an exemption to the
If the transaction is valued in excess of $50 million (as adjusted) but is $200 million (as adjusted) or less, only those transactions that also meet the size of person test require a filing.
The most significant threshold in determining reportability is the minimum size of transaction threshold. This is often referred to as the $50 million (as adjusted) threshold because it started at $50 million and is now adjusted annually. For 2022, that threshold will be $101 million.
The size-of-person test applies to transactions valued at less than $200 million (as adjusted, $403.9 million) and is based on the total assets and annual net sales of the ultimate parent entities (UPEs) of the acquiring and acquired persons.
Once both parties have filed, a specific merger review timeline begins. For most but not all transactions, this starts with an initial 30-day waiting period. For cash tender offers and bankruptcies, the initial waiting period is only 15 days.
The Hart-Scott-Rodino Act established the federal premerger notification program, which provides the FTC and the Department of Justice with information about large mergers and acquisitions before they occur. The parties to certain proposed transactions must submit premerger notification to the FTC and DOJ.
The HSR "size of parties" threshold generally requires that one party to the transaction have annual net sales or total assets of $202 million or more (up from $184 million in 2021), and that the other party have annual net sales or total assets of $20.2 million (up from $18.4 million).
BACKGROUND. The HSR merger review process generally requires the parties to transactions with a fair market value that exceeds annually adjusted thresholds to file premerger notifications with the FTC and the Antitrust Division. The parties must then wait 30 days7 (the Initial Waiting Period) before closing.
If the transaction is valued in excess of $50 million (as adjusted) but is $200 million (as adjusted) or less, only those transactions that also meet the size of person test require a filing.
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On January 24, 2022, the Federal Trade Commission (FTC) announced its annual adjustment of the jurisdictional thresholds for pre-merger ... The FTC is required to revise various HSR thresholds annually, based on theThe threshold for the ?size of transaction? test will be raised from $78.2 ...Where the HSR Act applies, the parties to such a transaction must submit a detailed form, along with copies of certain internal documents and ... Size-of-transaction test. The size-of-transaction test evaluates the assets, voting securities, and non-corporate interests (such as membership interests or ... The HSR Act requires that parties to certain mergers andFTC and the DOJ electronically via the Accellion secure file-sharing system. The FTC alleged that Malone failed to file the required. HSR notification in 2005 after buying Discovery voting securities, and then in 2008 purchased. Size-of-Person Test: met if one party (including the party's ultimate parent and its controlled subsidiaries) to the transaction has $156.3 ... By BJ Prager · 1987 · Cited by 2 ? the Premerger Rules under the Hart-Scott-Rodino Act of 1976.1 Mostnot meet the H-S-R Act's Size-of-the-Parties test unless it was capitalized. Acquisitions Under the Hart-Scott-Rodino Antitrust Improvements Act, Third Edition, will help you guard against hefty civil fines, save you tim. If a merger exceeds thresholds under the HSR Act, parties to the merger generally must first file a premerger notification with the FTC and ...