Jeff Jaeckel, Alex Okuliar, David Shaw, and Evan Harris authored
an article for Global Competition Review discussing the
competition-related merger review process in the United States.
"The statutory framework for suspensory merger review in
the United States comes from the Hart-Scott-Rodino Antitrust
Improvement Act of 1976 (the HSR Act)," the authors wrote.
"Under the HSR Act, parties engaging in transactions that
exceed certain annually adjusted monetary thresholds are required
to notify both the Department of Justice (DOJ) and the Federal
Trade Commission (FTC) (collectively, the agencies) at least 30
days prior to closing and pay a fee based on the size of the
transaction. Failure to file can result in penalties in excess of
$50,000 per day. At the end of the 30 days, known as the
'waiting period,' the parties are free to close unless (i)
the parties 'pull and refile' to provide the agencies a
fresh 30 days to review the transaction, or (ii) either of
