HSR Filing Toolkit | Practical Law

HSR Filing Toolkit | Practical Law

This Toolkit is a compendium of related Toolkits to help counsel advise clients on preparing and submitting filings for parties that must report a transaction under the Hart-Scott-Rodino (HSR) Act. Counsel may use this Toolkit to determine the merging parties' ultimate parent entities (UPEs), value a transaction under the HSR rules, identify exemptions, and prepare an HSR form.

HSR Filing Toolkit

Practical Law Toolkit w-001-0773 (Approx. 4 pages)

HSR Filing Toolkit

by Practical Law Antitrust
Maintained • USA (National/Federal)
This resource will be updated to reflect the final HSR Act rule and process changes announced in 2023, once they become effective (see Legal Update, FTC Announces Major Proposal to Change HSR Form and Process).
This Toolkit is a compendium of related Toolkits to help counsel advise clients on preparing and submitting filings for parties that must report a transaction under the Hart-Scott-Rodino (HSR) Act. Counsel may use this Toolkit to determine the merging parties' ultimate parent entities (UPEs), value a transaction under the HSR rules, identify exemptions, and prepare an HSR form.
The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) requires parties to certain transactions to submit HSR filings to both the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ) and wait a statutory waiting period before closing (generally 30 days). Failure to submit an HSR filing or submission of an incomplete or inaccurate filing can delay the closing of the transaction and can result in an enforcement action.
This Toolkit includes resources to help counsel prepare HSR filings, including on how to:
  • Determine the merging parties' ultimate parent entities (UPEs).
  • Value the transaction under the HSR rules to:
    • determine the relevant filing fee; and
    • complete Item 2(d) of the HSR form, which relates to the value of the deal or its size-of-transaction.
  • Identify an exempt portion of a transaction that is reportable under the HSR rules, including where part of the merger consideration consists of the acquiror's or buyer's stock.
  • Prepare Items 4(c) and 4(d) of the HSR form, which require submission of documents that evaluate or analyze the transaction and discuss certain topics, such as competition, markets, market shares, synergies, or efficiencies.
  • Identify when a failure to file or submission of an incomplete HSR filing might result in an antitrust enforcement action.

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