01/18/2013 - Hart-Scott-Rodino Act: Annual Jurisdictional Thresholds Revisions
The Federal Trade Commission (FTC) announced its annual revisions to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) jurisdictional thresholds effective on February 11, 2013.

08/17/2012 - DealThink: Doing the Two-Step (Or the One-Step): A Look at One-Step and Two-Step Mergers
You are the general counsel of a public company. The CEO walks into your office one day and says that the board of directors has identified a merger target for the company, a public company incorporated in Delaware, but time is of the essence. The CEO asks you what the differences are between one-step and two-step mergers.

07/25/2012 - DealThink: Hart-Scott-Rodino (HSR) Basics
You are the general counsel of a public company. One day, the CEO asks you how the “HSR Act” affects the company. This alert provides an overview.

05/21/2012 - DealThink: Under Siege 2 - Shoring up Your Defenses
What can you do to assess how vulnerable your company is to and, possibly, prepare for a hostile takeover, including shoring up your defenses?

01/30/2012 - Hart-Scott-Rodino Act: Annual Jurisdictional Thresholds Revisions
The Federal Trade Commission (FTC) recently announced its annual revisions to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) jurisdictional thresholds.

08/18/2011 - When a Stranger Knocks
Your CEO calls you, as the general counsel of a public company, to tell you that a third party has made an unsolicited offer for the company. What are the first steps you should take?

07/21/2011 - Law360 Guest Column: Streamlining HSR Act Reporting
On July 7, 2011, the Federal Trade Commission announced that it had finalized changes proposed in August 2010 to the Hart-Scott Rodino Antitrust Improvements Act (“HSR”) and to the Premerger Notification and Report Form (“form”) required to be filed by companies with the FTC and Antitrust Division of the U.S. Department of Justice (collectively, the “agencies”) in connection with certain acquisitions that meet the requisite thresholds and are not exempt.

07/11/2011 - Important Changes to HSR Act Reporting Requirements
On July 7, 2011, the Federal Trade Commission (“FTC”) announced that it had finalized changes proposed in August 2010 to the Hart-Scott Rodino Antitrust Improvements Act (“HSR”) and to the Premerger Notification and Report Form (“Form”) required to be filed by companies with the FTC and Antitrust Division of the U.S. Department of Justice (collectively, the “Agencies”) in connection with certain acquisitions that meet the requisite thresholds and are not exempt.

06/15/2011 - Top Ten Initial Considerations in a Going Private Transaction
As the general counsel of a public company, you are busy working one day and the CEO walks into your office and says, “I’ve been thinking that I would like to make a proposal to take this company private. I need your advice on how to get started.” The following points should be considered to help make the process easier.

05/13/2011 - FTC Premerger Notification Office Revised Position on the Use of Escrows
Recently, the Premerger Notification Office (“PNO”) issued a statement to clarify the use of escrows in connection with transactions subject to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”).

09/10/2010 - Proposed Changes to the Hart-Scott Rodino Act and the Premerger Notification and Report Form
Recently, the Federal Trade Commission (“FTC”) proposed changes to the Hart-Scott Rodino Antitrust Improvements Act (“HSR”) and to the Premerger Notification and Report Form (“Form”) required to be filed by companies with the FTC or Antitrust Division of the U.S. Department of Justice (“Agencies”) for their review of certain proposed transactions with a value in excess of $63.4 million (the current size of the transaction threshold).

02/23/2010 - FTC Lowers HSR Notification Thresholds for 2010
On January 19, 2010, the Federal Trade Commission (FTC) announced its annual adjustment to the pre-merger notification filing thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR), and for the first time in history, the HSR thresholds were decreased. The new thresholds became effective February 22, 2010.

02/12/2009 - SEC Mandates Interactive Data Financial Reporting
The Securities and Exchange Commission (SEC) issued rules that will require most public companies to file financial statements with the SEC in eXtensible Business Reporting Language (XBRL). Interactive data in XBRL format permits users of financial information to automatically download financial data directly into documents and analytical tools.

01/16/2009 - Hart Scott Rodino Act: Annual Jurisdictional Thresholds Revisions and Civil Penalties Adjustments
The Federal Trade Commission (FTC) has announced its annual revisions to the Hart Scott Rodino Antitrust Improvements Act of 1976 (HSR Act) jurisdictional thresholds. The revised thresholds will become effective on February 12, 2009 and will apply to all transactions closing on or after that date.

01/28/2008 - Annual Revisions to HSR Act Thresholds

10/05/2006 - IRS and Treasury Department Extend Section 409A Deadlines One More Year!

SEC Proposes to Require Certification of Annual and Quarterly Reports