Recent News
On April 13, 2006, the Department of Justice announced a $1.8 million settlement with two companies charged with violating the HSR Act by giving the buyer improper influence over the seller’s business before the HSR Act waiting period expired. A Morgan Lewis Law Flash regarding the settlement is available, as are links to the DOJ's press release, complaint, and related documents.
On January 13, 2006, the FTC approved publication of a notice announcing revised jurisdictional and filing free thresholds, which include an increase in the size-of-transaction test from greater than $53.1 million to $56.7 million. The rules go into effect February 17, 2006. A Morgan Lewis summary of the changes is available, as is a press release and text of the Federal Register Notice.
On December 30, 2005, the FTC issued final rules to change the "base year" used to report revenues in Item 5 of the HSR form from 1997 to 2002. The rules also require filers to provide Item 5 and 7 data using 2002 NAICS codes rather than 1997 NAICS codes. The rules go into effect as of December 30, 2005, but filers may continue to use 1997 as the base year and 1997 codes for 30 days, until January 29, 2006. An FTC press release and link to the rules are available.
On December 12, 2005, the FTC published final rules to allow parties to reference Internet links instead of providing paper copies of documents submitted in response to Items 4(a) and (b) of the HSR form, and to address "stale filings," which occur when parties file an HSR form but fail to comply with a Second Request, by specifying that parties’ HSR filings will expire after 18 months if they have received a Second Request. The rules take effect January 11, 2006. A press release and link to the final rules are available.
On November 10, 2005, FTC General Counsel William Blumenthal gave a speech to the Association of Corporate Counsel regarding gun-jumping, unlawful coordination between merging firms prior to closing the transaction. His remarks and background materials are available.
On August 9, 2005, the FTC proposed new rules to allow parties to reference Internet links instead of providing paper copies of documents submitted in response to Items 4(a) and (b) of the HSR form, and to address "stale filings," which occur when parties file an HSR form but fail to comply with a Second Request, by specifying that parties’ HSR filings will expire after 18 months if they have received a Second Request. A press release and text of the Federal Register Notice are available.
On February 23, 2005, the FTC authorized the publication of final rules regarding the acquisition and formation of non-corporate entities, treating such transactions more like transactions involving corporate voting securities. A Morgan Lewis summary of the rules is available, as is an FTC press release and the text of the Federal Register Notice.
On January 25, 2005, the FTC announced adjustments to the jurisdictional thresholds of the HSR Act, which included raising the size-of-transaction threshold to $53.1 million. A Morgan Lewis summary of the rules is available, as is an FTC press release and the text of the Federal Register Notice.
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Last updated: April 18, 2006