A Strong Start? A Hart-Scott-Rodino Act Transaction Update (January 2021)

Editor’s Note: The Hart-Scott-Rodino Act established the federal premerger notification program, which provides the FTC and the Department of Justice with information about large mergers and acquisitions before they occur. The parties to certain proposed transactions must submit premerger notification to the FTC and DOJ. Premerger notification involves completing an HSR Form, also called a “Notification and Report Form for Certain Mergers and Acquisitions,” with information about each company’s business. The parties may not close their deal until the waiting period outlined in the HSR Act has passed, or the government has granted early termination of the waiting period.

Taken from the latest published Hart-Scott-Rodino (HSR) Premerger Notification monthly transactions as shared by the Federal Trade Commission (FTC), the following transaction information and corresponding charts may be useful for law firms, legal departments, and legal services providers seeking to understand the real-time pulse rate of Hart-Scott-Rodino Act mandated merger transaction reviews. As these reviews may lead to Second Requests, the charts may also be useful as a baseline for considering provider assertions regarding the depth, breadth, and volume of their Second Request support for this unique type of eDiscovery during specific time frames.

Annual Results and Running Monthly Updates

As highlighted in the July 9, 2020, blog post from the FTC, increased interest in levels of M&A activity has warranted that the Bureau of Competition’s Premerger Notification Office (PNO) share the monthly figures for Hart-Scott-Rodino (HSR) Act filings. Starting in July, the PNO began posting monthly totals of HSR Act filings for the most recent six-month period and committed to updating the numbers on a six-month rolling basis on the PNO homepage. 

While the Commission publicly reports monthly HSR transaction numbers in its Annual HSR Reports, those reports are prepared and published after the end of each fiscal year.

The PNO also noted that this effort would not change the regular process of adjusting the raw number of filings collected during the year in annual reporting to eliminate transactions that were not reportable, incomplete, withdrawn, or that relate to non-competitive notifications under the Act. As a result, the monthly data released may not match the monthly totals reported in the HSR Annual Report. 

Read the original blog post at Real-Time Transparency for HSR Transaction Numbers

Comparing the Operations Tempo for HSR Act Transactions: Informational Charts

Provided for context and comparison are charts that share HSR Act related metrics for monthly filings based on real-time reporting in fiscal year (FY) 2021 and 2020 and annual reporting in 2019 and 2018. 

Chart 1: Monthly HSR Act Transactions Reported in the Fiscal Year 2021 (October-January)*

Chart 2: Monthly HSR Act Transactions Reported in the Fiscal Year 2020 (October – September)*

Chart 3: COVID Constraints: HSR Act Transactions Reported During Current Pandemic (February 2020 – January 2021)

Chart 4: Monthly HSR Act Transactions Reported in the Fiscal Year 2019 (October – September)**

Chart 5: Monthly HSR Act Transactions Reported in the Fiscal Year 2018 (October – September)**

*Monthly Real-Time Reporting First Report is February 2020 (Monthly Running Report)

**Based on Monthly Reporting as Represented in Annual HSR Transaction Reports

Additional Reading

• A Strong Start? A Hart-Scott-Rodino Act Transaction Update (January 2021)
• A Fast Start in Fiscal Year 2021? A Hart-Scott-Rodino Act Filing Update

Source: ComplexDiscovery