Content Assessment: A Record Breaking Year? 44th Annual Hart-Scott-Rodino Report Released (FY 2021)
Information - 96%
Insight - 95%
Relevance - 94%
Objectivity - 93%
Authority - 96%
A short percentage-based assessment of the qualitative benefit of the recent post highlighting the release of the 44th Annual HSR Report by the Federal Trade Commission and the Justice Department’s Antitrust Division.
Editor’s Note: The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of Justice (DOJ) before completing the transaction. The HSR Act establishes the FTC and DOJ Premerger Notification Program, which is designed to allow the agencies to review the proposed transaction for potential antitrust concerns.
Under the HSR Act, companies are required to file a notification with the FTC and DOJ and to provide certain information about the transaction, including details about the companies involved, the assets or voting securities being acquired, and any overlap between the companies’ products or services. The agencies will then review the notification and may request additional information or documents to help them assess the potential competitive effects of the transaction. If the agencies determine that the transaction may harm competition, they may challenge it in court or require the parties to take steps to address the concerns before the transaction can be completed.
The HSR Act applies to a wide range of transactions, including mergers, acquisitions, and certain types of asset purchases and stock purchases. Certain thresholds must be met for the HSR Act to apply, such as the size of the companies involved and the value of the assets or voting securities acquired. The HSR Act also applies to transactions involving foreign companies if the companies meet the thresholds and the transaction has a sufficient connection to the United States.
For cybersecurity, information governance, and legal discovery professionals operating in the eDiscovery ecosystem, the annual transaction reports published as part of the FTC and DOJ Premerger Notification Program can provide valuable insight into the potential impact of merger or acquisition activities and pulse rates on their respective areas of expertise.
Press Announcement and Report
FTC, DOJ Issue Fiscal Year 2021 Hart Scott Rodino Premerger Notification Report
Federal Trade Commission (Bureau of Competition) and Department of Justice (Antitrust Division)
The Federal Trade Commission, together with the Justice Department’s Antitrust Division, released the agencies’ 44th Annual Hart-Scott-Rodino Report. The report presents fiscal year 2021 data on the HSR Premerger Notification Program that alerts the agencies to transactions that may substantially lessen competition in violation of federal law.
The report notes that a record-breaking 3,520 transactions were reported to both antitrust agencies during fiscal year 2021, more than twice the number that were reported the year before. The report also notes that the agencies issued 65 second requests in fiscal year 2021, up from 48 the year before, reflecting a significant increase in the merger workload.
The report goes on to highlight the 32 merger challenges undertaken by both agencies in efforts to protect competition in important sectors of the economy including consumer goods and services, pharmaceuticals, agriculture, healthcare, high tech and industrial goods, and energy.
The Commission brought 18 of the 32 merger enforcement actions, including seven in which the transaction was abandoned or restructured as a result of antitrust concerns raised during the investigation, and six in which the agency initiated administrative or federal district court litigation to block or undo the merger. Another five mergers were modified when the Commission issued final orders requiring significant divestitures to protect competition.
The report includes statistical tables profiling HSR filings and investigations during fiscal year 2021. Appendices provide a summary of transactions for the past 10 years, as well as the number of transactions reported and the number of filings received by month during this time.
Enacted by Congress in 1976, the Hart Scott Rodino Act gives the federal government the opportunity to investigate and challenge mergers that are likely to harm consumers before injury occurs.
The Commission vote to issue the report was 4-0, with Commissioner Rebecca Slaughter issuing a separate statement, in which she was joined by Chair Lina M. Khan and Commissioner Alvaro Bedoya. Commissioner Christine S. Wilson also issued a separate statement.
HSR Annual Report - FTC - DOJ - FY 2021
- HSR Act Reporting: A ComplexDiscovery Chronology
- FTC Annual Competition Reports (Hart-Scott-Rodino Act Reports)
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