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HSR Act Enforcement Actions Toolkit
Practical Law Toolkit w-000-5325 (Approx. 5 pages)
HSR Act Enforcement Actions Toolkit
by Practical Law Antitrust
| Maintained • USA (National/Federal) |
This Toolkit includes resources that identify and analyze past antitrust enforcement of transactions under the Hart-Scott-Rodino (HSR) Act, including failures to file. This Toolkit also includes resources to help counsel identify when the antitrust agencies may bring challenges under the HSR Act.
The Hart-Scott-Rodino Act (HSR Act) requires parties to certain transactions to report them to the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) before closing. A party that fails to report an acquisition or closes before obtaining clearance (known as gun-jumping) can be subject to an enforcement action that results in:
- The assessment of civil penalties of up to $51,744 per day, starting from the day the parties made the acquisition in violation of the HSR Act and ending on the day the waiting period expires once a corrective filing is made (15 U.S.C. § 18a(g)(1) and 89 Fed. Reg. 1445 (Jan. 10, 2024)).
- Injunctive relief, such as being required to sell off assets acquired in violation of the HSR Act.
The antitrust agencies have also brought enforcement actions for violations of the HSR Act stemming from incomplete HSR filings. In particular, the agencies have brought enforcement actions for failure to submit documents in response to Item 4(c) of the HSR form, which requires parties to submit with their HSR filing certain competition-related documents in their possession that evaluate or analyze the transaction (see Practice Note, HSR Form: Item 4(c) and 4(d) Documents: What Documents Are Considered 4(c) and 4(d) Documents?).
This Toolkit is a collection of continuously maintained resources designed to help counsel understand when the antitrust agencies may challenge a transaction under the HSR Act and how parties may decrease the risk of an investigation into a potential HSR violation. It also contains resources showing the range of civil penalties imposed on parties for different types of HSR Act violations, as well as how to mitigate those penalties and the injunctive relief required in those actions.