Publications

Antitrust Reporting Under the Hart-Scott-Rodino Act

Spring 2006
Mary K. Marks
Activist Investing Developments - Spring 2006

One of the legal restrictions an investor must consider prior to becoming active with respect to a target company is the application of the Hart-Scott-Rodino Act (the “HSR Act”) and the rules thereunder (the “Rules”). This is true even if the investor has made no other investments that involve issuers considered to be competitive with the current target. The most important implications of the HSR Act for an activist investor are the notification requirement and subsequent 30-day waiting period, during which purchases of voting securities of the target may be limited, and the filing fee, which is a minimum of $45,000 and rises to $125,000 for investments over $113.4 million and $280,000 for investments over $567 million. The fine for making an acquisition of voting securities in violation of the HSR Act is $11,000 per day.