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Hart-Scott-Rodino Act

Learn about the antitrust review required in large M&A transactions under the HSR Act.

Transcript

Federal antitrust laws are designed to prevent monopolies and promote competition. They’re primarily based on the belief that competition keeps prices lower, offers consumers more choice, and fosters innovation. Certain larger M&A transactions are subject to antitrust review.

I. Hart-Scott-Rodino (HSR) Act

The Hart-Scott-Rodino Antitrust Improvements Act, or HSR Act, is a federal antitrust law enacted to provide the government with an opportunity to prevent M&A transactions that may...

Lessons

1. Welcome to Mergers and Acquisitions
  • Welcome to Mergers and Acquisitions
2. Introduction to Mergers and Acquisitions
3. M&A Transaction Structures
4. The M&A Deal Process
5. The Definitive Agreement
  • Price and Consideration
  • Representations and Warranties
  • Covenants, Conditions, and Termination
6. Securities and Antitrust Considerations
  • Securities as Consideration
  • Securities Registration Exemptions
  • Hart-Scott-Rodino Act
7. Deciding to Sell and Conflicted Transactions
  • The Decision to Sell
  • Conflicted Transactions
  • Controlling Shareholder Transactions
8. Defending Against Hostile Takeovers
  • Preemptive Defenses
  • Other Takeover Defenses
  • The Decision to Defend the Company