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HSR Regulation Summary

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The HSR regulations define the term “associate” as follows: “an entity that is not an affiliate of [the acquiring] person but: (A) has the right, directly or indirectly, to manage the operations or investment decisions of an acquiring entity (a “managing entity”); or (B) has its operations or investment decisions, directly or indirectly, managed by the acquiring person; or (C) directly or indirectly controls, is controlled by, or is under common control with a managing agent; or (D) directly or indirectly manages, is managed by, or is under common operational or investment management with a managing entity.” See 16 CFR § 801.1(d)(2) The information the parties file is confidential. Any information or documents filed with the agency under HSR may not be made public. The information or documents may not be released to State Attorneys General or to foreign enforcement agencies without the written consent of the parties. Such written consent may be requested to facilitate collaboration between different government agencies in concurrent pre-merger antitrust reviews. Each party filing a report pays a filing fee to the FTC in the amount of $45,000 for a transaction worth from $76.3 million to $152.5 million; $125,000 for a transaction worth from $152.5 million to …show more content…

Divestiture is increasingly preferred over injunctions as a remedy. See DOJ, “Policy Guide to Merger Remedies”, which is available at http://www.justice.gov/atr/public/272350.pdf. Settlements with the DOJ in the form of consent decrees are subject to public notice and judicial approval per the Tunney Act, 15 USC § 16(b)-(h). The DOJ also allows some transactions to proceed after remedial restructuring, outside of Tunney Act procedure. Consent decrees with the FTC are not subject to the Tunney Act, yet generally follow a similar public notice and administrative approval

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