Quick: Does your company have any insiders who either now or in
the future may own $90 million or more in company stock? The
CEO? The founder? A member of the board? If so,
then now is the time for a crash course in the
Hart-Scott-Rodino Antitrust Improvements Act (HSR Act).
The HSR Act requires certain mergers and acquisitions to be
reported to the Federal Trade Commission (FTC) and the Department
of Justice for a "waiting period" (usually 30 days)
before the transaction is allowed to close. The idea is to
give these agencies the opportunity to review the merger or
acquisition for potential antitrust concerns. But the HSR Act
captures a wide array of transactions, including many transactions
that pose no antitrust concerns whatsoever. For example, the
HSR Act can apply to mergers between companies in totally different
industries, and it can apply to acquisitions of non-controlling
(e.g., 25%) interests, including open market purchases by
outside investors
