Hart-Scott-Rodino Antitrust Improvements Act
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The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. Ford on September 30, 1976. The context in which the HSR Act is usually cited is 15 U.S.C. ยง 18a, title II of the original law.
The Act provides that before certain mergers, tender offers or other acquisition transactions can close, both parties must file a "Notification and Report Form" with the Federal Trade Commission and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice. The filing describes the proposed transaction and the parties to it. Upon the filing, a 30-day waiting period then ensues during which time those regulatory agencies may request further information in order to help them assess whether the proposed transaction violates the antitrust laws of the United States. It is unlawful to close the transaction during the waiting period. Although the waiting period is generally 30 days, 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 termination"). Early terminations are made public in the Federal Register and posted on the Federal Trade Commission website. Additionally, some types of transactions are afforded the special treatment of shorter waiting periods.
The filing requirement is triggered only if the value of the transaction and, in some cases, the size of the parties, exceed certain dollar thresholds, which are adjusted over time. For the purpose of determining the "size of the parties" one assesses the size of the party to the transaction, its ultimate parent entity, and all subsidiaries of that ultimate parent entity.
The firm that is making the proposed acquisition is required to pay a substantial filing fee when making its filing; the amount of the fees is tied to the size of the transaction.
Title III of the Act allows states to sue companies in Federal court for monetary damages under antitrust laws on behalf of their citizens; previously, only the persons harmed by anticompetitive activity had a right to sue for damages. Title III is in substance the original bill introduced in the House of Representatives by Congressman Peter W. Rodino, Jr.; the other titles of the Act were added as the bill was amended during Congesssional deliberations.
The HSR Act is named after Senators Philip A. Hart and Hugh D. Scott, Jr., in addition to Representative Rodino.
