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Zimmerman's Research Guide


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Hart-Scott-Rodino

The Hart-Scott-Rodino Act is an antitrust law that requires companies to file with and get the approval of the Federal Trade Commission (FTC) before they merge. Information about the Pre-Merger Notification process is posted on the Hart-Scott-Rodino section of the FTC Web site.

Rules: The FTC's pre-merger notification rules are published in the Code of Federal Regulations (16 CFR §§ 801-803), the CCH Trade Regulation Reporter (Vol. IV, para. 42,000), Axinn's Acquisitions Under the Hart-Scott-Rodino Antitrust Improvements Act and the Directory of Companies Required to File Annual Reports with the SEC.

Filings: H-S-R filings are confidential, and it is generally not possible to find out if a filing has been made unless the FTC has issued an "early termination notice" (discussed below). The form and instructions for making a filing are posted by the FTC's Bureau of Competition.

Early Termination Notices: The FTC issues an "early termination notice" if it agrees not to investigate a merger. Early termination notices are published in the Federal Register, and posted on the FTC's Early Termination Notices page back to 1998. You can use the site's search box to see if a notice was issued for a particular company.

Interpretations: Companies can ask the FTC to publish formal or informal interpretations clarifying specific aspects of its H-S-R rules (under 16 CFR 803.30). The FTC posts a page with all the Formal Interpretations issued by the FTC in response to these requests and a searchable database of Informal Interpretations.

Additional Information: Axinn's multi-volume Acquisitions Under the Hart-Scott-Rodino Antitrust Improvements Act (Law Journal Press) is the leading treatise on the Act.

Foreign Equivalent: The European Union laws equivalent to Hart-Scott-Rodino are posted on Europa. The Official Journal on Merger Control, cases and other materials are available through Europa's Competition page under the heading "Mergers." Worldwide Merger Notification Requirements (Aspen) summarizes the pre-merger notification laws of over 200 countries.


See Also
Antitrust Law
Code of Federal Regulations
Federal Register
Federal Trade Commission
Mergers and Acquisitions

For comments, questions and suggestions, email the author
Copyright 2014 Andrew Zimmerman