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ARTICLE · 02 SEPTEMBER 2026

Analyzing Whether An HSR Filing Is Necessary: Lessons For Transacting Parties From Enforcement Actions

Ballard Spahr LLP
Ballard Spahr LLP
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Ballard Spahr LLP

Ballard Spahr LLP

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Recent enforcement actions reveal heightened scrutiny of deal structures that may circumvent Hart-Scott-Rodino Act filing requirements. Federal regulators are pursuing record-breaking civil penalties against parties who structure transactions, valuations, or timing to avoid or delay mandatory premerger notifications, with recent penalties reaching $12 million and $250 million respectively.

United StatesAntitrust/Competition Law
Jason Leckerman
Jason Leckerman
Christopher Wyant
Christopher Wyant
Andrew J. Lee
Andrew J. Lee
Habiba Cheema
Habiba Cheema
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Summary

Recent agency actions make clear that how transacting parties structure deals may create significant enforcement risk if reviewing agencies perceive that the parties structured a deal to avoid or delay regulatory filings required by the Hart-Scott-Rodino (HSR) Act.

The Upshot

  • The HSR Act requires parties to notify the Federal Trade Commission (FTC) and Department of Justice (DOJ) before consummating mergers or acquisitions that meet certain size thresholds and observe a statutory waiting period (generally 30 calendar days) before they can close.
  • Regulators historically have stated that parties may not structure transactions, valuations, or deal timing for the purpose of avoiding or delaying these filing obligations.

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