HSR Primer

Federal antitrust laws provide that large transactions involving the merger or acquisition of large companies with or by other large companies are subject to review by the U.S. Federal Trade Commission ("FTC") and the U.S. Justice Department for potential anti-competitive effects. However, given how the relevant laws and regulations define large, a merger or acquisition that doesn't seem all that large and doesn't seem like it would have any impact on competition can still be subject to federal government review.

The law that created the government review process, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR"), provides for a notification of the FTC and the Justice Department of any pending merger or acquisition transaction where the parties meet the "size-of-person" test and the transaction itself meets the "size of transaction" test. Prior to recent amendments, if one of the parties, either the buyer or the seller, had annual net sales or total