The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) requires that parties to certain transactions make premerger notification filings to the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ) before the transaction can close. The HSR notice requirements include:

Entities and individuals who violate the HSR Act can face, among other penalties, fines of up to $51,744 per day for each day of noncompliance (15 U.S.C. § 18a(g)(1) and 89 Fed. Reg. 1445 (Jan. 10, 2024)).

After the filing has been submitted, there is a statutory initial waiting period that must run before the transaction can close. During the initial waiting period, the FTC and DOJ review the filings and may conduct a preliminary investigation of the transaction. If the agencies determine that a full-phase investigation is necessary, they then make a Request for Additional Information and Documentary Material (Second Request), which suspends the waiting period until after the parties have complied with the Second Request. The parties may not complete the transaction until the HSR waiting period has ended, either naturally or by agency-determined early termination, if available. The antitrust agencies have temporarily suspended grants of early termination under the HSR Act on more than one occasion, including as of February 4, 2021 (see Legal Update, DOJ, FTC Temporarily Suspend HSR Early Termination).

This Hart-Scott-Rodino Toolkit is a collection of continuously maintained resources designed to guide counsel through the HSR process by identifying transactions reportable under the HSR Act and providing assistance with completing and filing the HSR form and with other procedures to minimize antitrust risk during the merger review process.