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Topic: Hart Scott Rodino Antitrust Improvements Act

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	Clayton Antitrust Act - Wikipedia, the free encyclopedia
		In the United States, the Clayton Anti-trust Act of 1914 (codified as 15 U.S.C. §§ 12-27) was enacted to remedy perceived deficiencies in antitrust law created under the Sherman Anti-trust Act of 1890.
		The Clayton Act empowers private parties injured by violations of the Act to sue for treble damages under Section 4 and injunctive relief under Section 16.
		The Clayton Act is enforced by the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice.
	en.wikipedia.org /wiki/Clayton_Antitrust_Act (216 words)

	The Clayton Act
		Nothing in this Act shall prevent a cooperative association from returning to its members, producers, or consumers the whole, or any part of, the net earnings or surplus resulting from its trading operations, in proportion to their purchases or sales from, to, or through the association.
		Nothing in the Act approved June 19, 1936, known as the Robinson-Patman Antidiscrimination Act, shall apply to purchases of their supplies for their own use by schools, colleges, universities, public libraries, churches, hospitals, and charitable institutions not operated for profit.
		The several district courts of the United States are invested with jurisdiction to prevent and restrain violations of this Act, and it shall be the duty of the several United States attorneys, in their respective districts, under the direction of the Attorney General, to institute proceedings in equity to prevent and restrain such violations.
	www.stolaf.edu /people/becker/antitrust/statutes/clayton.html (1262 words)

	Newsroom
		Regulatory and antitrust legislation has a broad impact on American businesses and must be analyzed carefully before enactment to insure that businesses are not unduly burdened by such legislation.
		The HSR Act was originally intended to require filings in only about 150 of the largest transactions that occur each year.
		However, in the over 20 years since the HSR Act was passed, there has been little effort to amend the Act or reform the process based on the extensive experience that both the Antitrust Agencies and filing parties have had under the Act.
	www.businessroundtable.org /newsroom/document.aspx?qs=4FC6BF807822B0F1CC315D860FD03660E (2602 words)

	Articles - Sherman Antitrust Act (Site not responding. Last check: 2007-10-25)
		The Act was not used in court cases for some years, but Theodore Roosevelt used the Act extensively in his Anti-Trust campaign and managed to divide the Northern Securities Company.
		The Act was aimed at regulating the businesses of the time, but it was not specific (It did not specifically refer to a monopoly, instead prohibiting unlawful business combinations).
		Some alleged violations of the Sherman Act are not prosecuted criminally, but rather are adjudicated in civil proceedings under a "rule of reason" standard, which examines the economic benefits and harm of allegedly anticompetitive conduct to determine whether it is, on balance, beneficial to consumer and should be permitted to continue.
	www.centralairconditioners.net /articles/Sherman_Act (659 words)

	American Antitrust Institute - Activities (Site not responding. Last check: 2007-10-25)
		The Hart-Scott-Rodino Antitrust Improvements Act of 1976 brought a revolution to the antitrust laws with respect to merger enforcement.
		In the worst scenario, if the magistrate happens to be unsympathetic to the antitrust laws or unfamiliar with how an antitrust case is put together, he or she could represent an open invitation for challenges that would have the effect of making it more difficult to obtain important evidence and properly evaluate the case.
		Moreover, in the case of antitrust, the merger wave, which drives mandatory deadlines under the HSR law, has forced the agencies to focus on mergers, to the exclusion of many other types of situations that might better deserve their focus.
	www.antitrustinstitute.org /recent/55.cfm (3815 words)

	Thelen Reid Report No. 49: Hart-Scott-Rodino Act Amendments (Site not responding. Last check: 2007-10-25)
		The total reform legislation is occurring in three stages: the passage of the amendments to the HSR Act effective February 1, 2001, the issuance of interim changes to the HSR regulations (16 CFR §801-801) on January 25, 2001 and modifications to the HSR regulations that are subject to notice and comment by March 16, 2001.
		The most dramatic changes to the HSR Act are the increase in the "size of the transaction" test and of the filing fees.
		Other changes in the HSR Act include extending the 30-day waiting period if the last day falls on a weekend or holiday to the next business day and extending the 20-day length of the waiting period following substantial compliance with a "second request" for additional information to 30 days for most transactions.
	www.thelenreid.com /articles/report/rep49_idx.htm (667 words)

	Ranking Member, Senate Committee on the Judiciary on Mark-up of Hatch - Leahy - Dewine - Kohl Substitute Amendment to ... (Site not responding. Last check: 2007-10-25)
		The antitrust agencies questioned this requirement because anticompetitive concerns are still often general and evolving at the time a second request is issued.
		Indeed, the FTC on April 5th, and the Antitrust Division on April 6th announced their adoption of new procedures and other initiatives to improve the premerger “second request” investigation process to make the process more efficient for both businesses and the agencies.
		I appreciate that the antitrust agencies do not support the fee structure in the substitute amendment since, in their view, the level of fees authorized in the substitute amendment would not provide them with the ability to collect sufficient fees to meet their budget request for FY 2001.
	www.senate.gov /member/vt/leahy/general/press/200004/000427d.html (1205 words)

	DOJ/Antitrust - International Guidelines
		Just as the acts of U.S. citizens in a foreign nation ordinarily are subject to the law of the country in which they occur, the acts of foreign citizens in the United States ordinarily are subject to U.S. law.
		When a restraint on competition arises directly from the act of a foreign sovereign, such as the grant of a license, award of a contract, expropriation of property, or the like, the Agencies may refrain from bringing an enforcement action based on the act of state doctrine.
		For example, the Agencies will not challenge foreign acts of state if the facts and circumstances indicate that: (1) the specific conduct complained of is a public act of the sovereign, (2) the act was taken within the territorial jurisdiction of the sovereign, and (3) the matter is governmental, rather than commercial.
	www.usdoj.gov /atr/public/guidelines/internat.htm (10672 words)

	This is the Statement of SEN. ORRIN HATCH before the Senate Judiciary Committee
		As my colleagues know, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires companies contemplating a merger or acquisition to file a pre-merger notification with the Antitrust Division or the Federal Trade Commission if the size of the companies and the size of the proposed transaction are greater than certain monetary thresholds.
		In addition, after a premerger notification is filed, the Hart-Scott-Rodino Act imposes a 30-day waiting period during which the proposed transaction may not close and the Antitrust Division or the FTC conducts an antitrust investigation.
		In addition to providing regulatory and financial relief for companies, another purpose of this legislation is to ensure that the Antitrust Division and the FTC efficiently allocate their finite resources to those transactions that truly deserve antitrust scrutiny.
	judiciary.senate.gov /oldsite/4272000ogh.htm (690 words)

	LLC's and Hart-Scott-Rodino Filing - Business Law Section - Colorado Bar Association (Site not responding. Last check: 2007-10-25)
		The Act requires that certain proposed "acquisitions" be reported to the FTC prior to consummation of the deal.
		Generally, a transaction must be reported if it involves a $10 million party on one side, and a $100 million party on the other, and the end result is one party holding at least 15% or $15 million of the assets or securities of the other party.
		Under a new formal interpretation of the rules under the Act, the FTC has said the reporting requirement could be triggered when a person contributes assets to an LLC controlled by another person.
	www.cobar.org /group/display.cfm?GenID=1078 (201 words)

	ScottishPower - News (Site not responding. Last check: 2007-10-25)
		Early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act is often granted when the proposed transaction presents no U.S. antitrust concerns.
		Editors Note: The Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires that parties to certain mergers and acquisitions file notification with Federal Antitrust Authorities prior to consummation.
		The Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires that parties to certain mergers and acquisitions file notification with Federal Antitrust Authorities prior to consummation.
	www.scottishpower.plc.uk /pages/news_article?document=6fa1a5_eec5793285_-7e4c0a080207 (305 words)

	Cooley Godward LLP \| News & Publications \| Cooley Alerts \| Hart-Scott Rodino Quick Reference Outline
		Federal antitrust law requires prior notification to federal antitrust agencies of many prospective acquisitions before the transactions may be closed.
		This outline is designed to increase awareness of the United States Premerger Notification Program under the Hart-Scott-Rodino Act, and to assist you in identifying issues to be resolved in determining when a government filing may be required.
		Advice of antitrust counsel should be obtained to determine whether a specific transaction is required to be reported.
	www.cooley.com /news/alerts.aspx?id=37662220 (1210 words)

	Hart scott rodino antitrust improvements act (Site not responding. Last check: 2007-10-25)
		The Hart-Scott-Rodino Antitrust Improvements Act of 1976 established requirementsfor pre-merger notification to the Justice Department and FTC.
		Revisions to Hart-Scott-Rodino Act Thresholds February 2005 by Aki Bayz...the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") and its...
		The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "Act")was adopted to provide the Federal government with the opportunity to...
	www.dresspageant.com /hart+scott+rodino+antitrust+improvements+act.html (940 words)

	Gibbons, Del Deo, Dolan, Griffinger & Vecchione (Site not responding. Last check: 2007-10-25)
		The basic structure of the Act and the Rules remains the same: all non-exempt transactions exceeding the minimum size must be reported and cannot be consummated until a defined waiting period has expired.
		A buyer may acquire up to ten percent of the outstanding voting securities of an issuer "solely for purposes of investment." This exemption is narrowly interpreted by the Agencies and its applicability may depend on the particular facts of the transaction.
		The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "Act"), is codified at 15 U.S.C. § 18a.
	www.gibbonslaw.com /publications/articlesuser2.cfm?pubid=426 (3189 words)

	Premerger/Hart-Scott-Rodino Act Publications and Helpful Information
		Pursuant to Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976
		This notice provides advice to persons who have consummated transactions without filing and in violation of the Act.
		Summary of Value of assets and voting securities to be acquired (§801.10)
	www.ftc.gov /bc/hsr/hsrinfopub.htm (265 words)

	New Hart-Scott-Rodino Exemptions
		Given that certain of the rules are new to both the FTC and the public, a certain period of adjustment may be expected as the FTC interprets and applies the rules.
		The expanded exemptions, which have been under consideration by the FTC in one form or another for more than a decade, are the latest in a series of attempts by the antitrust agencies to blunt Congressional criticism of the broad coverage of the HSR Act and the agencies' stepped up antitrust enforcement policies.
		Because the Act's jurisdictional thresholds have not been increased subsequent to its enactment in 1976, it covers dramatically more transactions (and transactions of lesser size) than Congress intended.
	www.ffhsj.com /cmemos/0102347.htm (468 words)

	ipedia.com: Hart-Scott-Rodino Antitrust Improvements Act Article (Site not responding. Last check: 2007-10-25)
		94-435 (known commonly as the HSR Act), is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act.
		Title III of the Act allows states to sue companies in Federal court for monetary damages under antitrust laws on behalf of their citizens; previously, only the persons harmed by anticompetitive activity had a right to sue for damages.
		The HSR Act is named after Senators Philip A. Hart and Hugh D. Scott, Jr, in addition to Congressman Rodino.
	www.ipedia.com /hart_scott_rodino_antitrust_improvements_act.html (248 words)

	The HSR Act, Strategic Guidance for Business from HEI Consultants (Site not responding. Last check: 2007-10-25)
		The spirit of the HSR includes restrictions on the kind of information that may be shared, what is communicated and what activities are permissible prior to regulatory approval.
		For example, the antitrust agencies have often stated that operational integration of the merging companies before the expiration of the waiting period constitutes a violation of the Act.
		So as not to violate federal restrictions and jeopardize the merger or acquisition, employees from each party company are normally instructed not to communicate with the other until after regulatory approval.
	www.hei.ca /hsract.html (218 words)

	Cooley Godward LLP \| News & Publications \| Cooley Alerts \| Hart-Scott-Rodino Amendments Covering Non-Corporate Interests
		Major changes to the treatment of non-corporate interests (e.g., partnership and LLC interests) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) are set to take effect on April 7, 2005.
		Whereas the HSR Act had previously treated both partnerships and LLCs in such a way that many significant transactions involving them were not reportable, the recently published rules on non-corporate interests will greatly expand the reportability of transactions involving the formation of these and other non-corporate entities and the acquisition of interests in such entities.
		As many transactions result in a shift of control over a non-corporate entity but do not result in 100% ownership, the new rules have significantly expanded the coverage of the HSR Act.
	www.cooley.com /news/alerts.aspx?ID=38833220&print=true (297 words)

	Regulators seek deeper probe of Oracle-Siebel deal - ZDNet UK News (Site not responding. Last check: 2007-10-25)
		Antitrust regulators on Monday extended the deadline for reviewing the Oracle and Siebel merger, as Department of Justice requested additional information in connection with the deal.
		The Department of Justice, under the Hart-Scott-Rodino Antitrust Improvements Act, had faced a deadline of midnight Monday to decide whether to allow the $5.8bn (£3.3bn) merger of the two enterprise software companies to move forward, or extend the review process to gather additional information.
		Oracle's hostile takeover battle for PeopleSoft in 2003 was challenged by the Department of Justice, which cited antitrust violations.
	news.zdnet.co.uk /software/applications/0,39020384,39233342,00.htm (392 words)

	FR Doc 05-1684 (Site not responding. Last check: 2007-10-25)
		Section 7A of the Clayton Act, 15 U.S.C. 18a, as added by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pub.
		1390 (``the Act''), requires all persons contemplating certain mergers or acquisitions, which meet or exceed the jurisdictional thresholds in the Act, to file notification with the Commission and the Assistant Attorney General and to wait a designated period of time before consummating such transactions.
		Any reference to these thresholds and related thresholds and limitation values in the HSR rules (16 CFR Parts 801-803) and the Antitrust Improvements Act Notification and Report Form and its Instructions will also be adjusted where indicated by the term ``(as adjusted)'' as follows: ------------------------------------------------------------------------ Adjusted threshold Original threshold (million) (million) ------------------------------------------------------------------------ $10..........................................................
	a257.g.akamaitech.net /7/257/2422/01jan20051800/edocket.access.gpo.gov/2005/05-1684.htm (325 words)

	SYMBOL RESUBMITS HART SCOTT RODINO FILING (Site not responding. Last check: 2007-10-25)
		Symbol anticipates that the 30-day initial waiting period applicable to the acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, will end October 11, 2000.
		Symbol continues to expect the transaction to be completed in the fourth quarter of 2000, subject to regulatory clearance, approval by Telxon's shareholders and customary closing conditions.
		These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those projected, anticipated or implied.
	www.symbol.com /news/pressreleases/pr_finanstock_hart_scott_rodin.html (462 words)

	Deregulation
		In 1996, the media market was significantly deregulated.
		1976 - Hart-Scott-Rodino Antitrust Improvements Act PL 94-435
		1982 - Bus Regulatory Reform Act PL 97-261
	www.brainyencyclopedia.com /encyclopedia/d/de/deregulation.html (435 words)

	Coley Pharmaceutical Group, Inc.: Coley Pharmaceutical Group Announces Expiration of Hart-Scott-Rodino Waiting Period ... (Site not responding. Last check: 2007-10-25)
		In conjunction with Hart-Scott-Rodino antitrust clearance, Coley has received a $50 million initial payment from Pfizer.
		CPG 7909 has been studied in multiple cancer indications, including both solid and hematologic malignancies, both as a single agent and in combination with various therapeutic regimens.
		These statements include, but are not limited to, those relating to the timing and results of future clinical development of CPG 7909 and the ability of CPG 7909 to improve tumor response and survival outcomes in patients with NSCLC and other indications.
	www.coleypharma.com /print/pr_1116108630 (434 words)

	Deluxe Investor Relations
		Deluxe also announced that it has decided to extend the expiration of the tender offer period for the pending acquisition to gain transaction reporting efficiencies and to accommodate the market.
		As of the close of business on June 16, 2004, approximately 827,000 shares of NEBS common stock, representing approximately 6 percent of the total outstanding shares, had been validly tendered and not withdrawn in connection with the tender offer.
		Goldman Sachs and Co. is acting as dealer/manager, and Georgeson Shareholder Communications is acting as the information agent, of the tender offer.
	www.corporate-ir.net /ireye/ir_site.zhtml?ticker=dlx&script=410&layout=6&item_id=582751 (659 words)

	Law Books
		Acquisitions Under the Hart-Scott-Rodino Antitrust Improvements Act, Revised Edition will help you guard against hefty civil fines, save time in compliance, and protect your clients.
		This comprehensive guidebook leads you step by step through the pre-merger notification provisions and the myriad regulations which surround the Act.
		It examines: jurisdictional requirements of the Act; exemptions from the Act's coverage; notification and waiting period procedures; preparation of the notification and report form; realistic compliance methods; changes in requirements enacted by Congress and promulgated by the FTC; and amended Formal Interpretation regarding Limited Liability Companies.
	www.megalawbooks.com /book?id=1 (195 words)

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