HSR And Potential Government Shutdown

After an extension signed into law in mid-January 2024, the U.S. government's funding bills are now set to expire on March 1 or March 8, 2024. It is therefore possible once again that there will soon be a government shutdown, with important consequences for the Hart-Scott-Rodino (HSR) filing process and the running of the HSR waiting period.

The problem is this: If the size of a transaction exceeds a certain threshold — currently $119.5 million — and certain other statutory or regulatory criteria are satisfied, the transaction cannot be consummated unless the parties file a premerger notification and report form with the antitrust agencies, and the waiting period under the HSR Act has expired, irrespective of whether the transaction raises antitrust concerns. However, if the government will not accept HSR filings during a shutdown, parties may be prevented from consummating their deal.