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Hart-Scott-Rodino Antitrust Improvements Act Of 1976

What is 'Hart-Scott-Rodino Antitrust Improvements Act Of 1976'

A U.S. law enacted by President Ford that requires large companies to file a report with the Federal Trade Commission and Department of Justice before completing a merger, acquisition or tender offer so that government regulators can determine whether the transaction would violate antitrust laws.


The Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires any investor seeking to acquire a 15% stake or a stake valued at more than $15 million in a security to file with the government. The form is called a premerger notification report (PNR), with the filing marking the beginning of the 30 day review. The acquiring company must also pay a filing fee which can change from year to year.


This act is also known as the HSR Act.

Explaining 'Hart-Scott-Rodino Antitrust Improvements Act Of 1976'

Once the companies have filed the required PNR forms, a waiting period begins. The waiting period is usually 30 days, but for cash tender offers or an acquisition in bankruptcy it is 15 days. The transaction can proceed if the waiting period ends or if the government terminates the waiting period early. If regulators see a potential anticompetitive problem with the proposed transaction, they will request additional information from the companies involved and extend the waiting period or seek an injunction to prevent the transaction.


Further Reading


Hart--Scott--Rodino Antitrust Improvements Act of 1976: An Analysis
heinonline.org [PDF]
The Hart-Scott-Rodino Antitrust Improvements Act of 19761 makes profound changes in enforcement and procedure under federal antitrust laws. Its three titles-Antitrust Civil Process Act Amendments, Premerger Notification, and Parens Patriae-give the Department of Justice and the Federal Trade Commission (FTC) important new investigatory powers and authorize state attorneys general to bring antitrust treble damage suits on behalf of consumers injured by Sherman Act violations. As a result of the amendments, businessmen will have to …


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