Hart-Scott-Rodino (Antitrust) Act, which is Section 7A of the Clayton Act, 15 U.S.C. § 8a – U.S. Antitrust Merger review process required when a company being acquired meets a merger review threshold. The process usually takes 30 days, but can be cut short (early termination), or if subject to a Second Request, could take several months. Administered by either the Antitrust Division of the United States Department of Justice (DOJ) or the United States Federal Trade Commission (FTC).
HSR only requires notification if transactions exceed certain transaction thresholds: in 2005 the notification threshold based on the value of the business or assets acquired (the “size-of-transaction test”) was set at $53.1 million; the threshold based on party size (size-of-person test) based on the annual net sales and/or total assets of the acquiring and acquired persons was set at $106.2 million and $10.7 million, while the level at which the size-of-person test is eliminated for particularly large deals was set at $212.3 million. The thresholds are indexed to the inflation rate and so new thresholds are set annually. HSR notification is expensive both in terms of legal work and the HSR filing fee.