Mergers & Acquisitions

Under the Hart-Scott-Rodino Act, all mergers, acquisitions, and other consolidations over a certain size must be reported to the Federal Trade Commission and the Department of Justice, where they undergo review during a thirty day waiting period before the transactions can be completed. The government has the option of extending this waiting period through a formal request for additional information, or, alternatively, the waiting period may be terminated earlier at the party's request when filing if the government elects, at its discretion, to do so.

Requirements for Mergers & Acquisitions

The policies surrounding what needs to be reported are very strict. Essentially, a premerger notification filing must be made when all of the following are true:

• Any party to the proposed transaction is engaged in commerce or any activity related to commerce
• One party's control group (the control group being anyone holding more than half of the voting securities of an issuer, or more than half of the profits, or having the right in the event of dissolution to more than half of the assets, or having the present contractual power to designate more than half of the directors of a corporation or individuals exercising similar functions) has total assets or annual net sales greater than $100 million, and another party's control group has total assets or annual net sales of more than $10 million (when the party being acquired is not engaged in the business of manufacturing, only the total assets of that party's control group are examined, and only the $10 million test need be met)
• 15% or more of assets or voting securities are being acquired, and, consequently, a party to the transaction now controls an entity it did not control before, this newly controlled entity possessing total assets or annual net sales of at least $25 million.

The filing fee per transaction is customarily $45,000 and imposed upon the acquiring person. Failure to report such joint ventures can result in seven figure antitrust fines, and even if you do file, you may be fined $4 million for omitting documents.

We Can Help

Antitrust Attorneys at The Blanch Law Firm have experience dealing with competition investigation on the state, national, and international levels. If you are being faced with a federal investigation related to a merger or acquisition, Contact one of our experienced antitrust & trade regulation attorneys by calling (917) 472-9883 or toll-free (866) 690-9316. The initial consultation is both free and confidential.