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ARTICLE · 02 JULY 2024

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HSR Act Applies To High Net-worth Individuals

Withers LLP
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Most people know that the U.S. Hart-Scott-Rodino Antitrust Improvement Act of 1976 (HSR) applies to large M&A transactions. However, private client lawyers must understand that it could also apply to high-net-worth.

United StatesAntitrust/Competition Law
M. Ridgway Barker
M. Ridgway Barker
Patricia Lee
Patricia Lee
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Executive summary

Most people know that the U.S. Hart-Scott-Rodino Antitrust Improvement Act of 1976 (HSR) applies to large M&A transactions. However, private client lawyers must understand that it could also apply to high-net-worth individuals and certain entities and structures used in wealth planning (collectively, "HNW persons"). This Alert is designed to summarize the rules applicable to them in a manner suitable for them.

First, HSR filing rules apply to HNW persons and corporations if the tests are met (see below).

Second, in HSR filing rules for HSR purposes, the term "acquisition" is very broadly defined and applies to individuals not only in active open-market acquisitions but also in acquisitions, investments, and compensation like stock dividends, warrant exercises, restricted stock grants, vesting of RSUs, contributions to other entities in exchange for interests therein and secondary acquisitions (an acquisition of or investment in one entity

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