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Hart-Scott-Rodino Antitrust Improvements Act
Antitrust Review of the HSR Filing
Once the forms are filed, the parties cannot consummate their transaction for a period of 30 days (15 days for cash tender offers). (Parties may request early termination of the waiting period -- if the government decides before the 30 day period is over that the transaction poses no threat to competition, the government will grant early termination allowing the parties to consummate.) During this period, a clearance process is used to allocate filings between the agencies based on particular product expertise and past industry knowledge. Depending on the product and industry, either the FTC or the DOJ review the filings to ascertain whether any proposed transaction presents substantial competitive concerns. The parties are prohibited during this time period from consummating the transaction unless the enforcement agencies grant early termination.
If the transaction appears to pose a threat to competition, the agencies may issue an additional request for information. The additional request is commonly referred to as the "Second Request." Issuance of a second request automatically extends the waiting period until 20 days (10 days for a cash tender offer) after the parties (in the case of a cash tender offer, the acquiring person) have substantially complied with the Second Request.
Copyright 1999
Robert W. Doyle, Jr.
