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.
Virginia Hart Scott Rodino Questionnaire
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How to fill out Hart Scott Rodino Questionnaire?
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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.
If the transaction is valued at $50 million (as adjusted) or less, no filing is required. If the transaction is valued at more than $200 million (as adjusted), and no exemption applies, an HSR filing must be made and parties must wait until the statutory waiting period has expired before closing the deal.
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 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
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).
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.
Regardless of the size of the parties, an HSR filing will be required if the size of the transaction is at least $368 million. These figures will be adjusted for changes in GDP again next year.
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.
Although the waiting period is generally 30 days (15 days if the transaction is an all-cash tender offer or a bankruptcy sale), the regulators may request additional time to review additional information and the filing parties may request that the waiting period for a particular transaction be terminated early ("early
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The HSR Act thresholds are adjusted annually, based on changes to thethe ?size of person? test further determines whether a filing need ... Michele Harrington, a leading HSR practitioner, provides antitrust guidance on all aspects of mergers and acquisitions.HSR Premerger Notification Form Instructions .of the two daily newspapers in Charleston, West Virginia violated bothA. Size of Transaction Test. Acquisitions Under the Hart-Scott-Rodino Antitrust Improvements Act, Third Edition, will help you guard against hefty civil fines, save you tim. Size-of-transaction test. The size-of-transaction test evaluates the assets, voting securities, and non-corporate interests (such as membership interests or ... By O JULIAN · 1979 ? The authors write:Member of Virginia, California and Supreme Court bars.Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The FTC announced revised thresholds for the HSR pre-merger notifications onThe alternative statutory size-of-transaction test, ... George, a U.S. Senator from the State of Virginia presenting R. Hewitt Pate,also differ from mergers because Hart-Scott-Rodino Act does not cover them. Avoid these 10 Minefields in your HSR Filing to the Antitrust AgenciesNormally, you don't need to file for the antitrust enforcers ... The Committee on the Judiciary, to whom was referred the bill. (I-I.R. 8532), to amend the Clayton Act to permit State attorneys.