The Waiting Period Under HSR In A Transaction With A Second Request - What Can T

By Stephen M. Hudspeth

Most practitioners know the basic do's and don'ts of Hart-Scott-Rodino Act pre-merger reporting: If your transaction requires reporting, be sure you report it, and be sure to observe the waiting period.

But what does it really mean to observe the waiting period? Most practitioners know that their clients can't close the transaction during that period without facing the wrath (and penalties) of the FTC and/or the Antitrust Division of the Department of Justice, the two US government antitrust regulatory agencies. They also know that de facto closing by giving over control of the acquired company before the HSR pre-merger waiting period is over is also forbidden. However, it seems natural that as the waiting period progresses, especially in deals subject to a lengthy Second Request period, transition planning will need to occur to make for an orderly and effective merger of operations. To the extent that the US antitrust regulatory agency reviewing the