The Hart–Scott–Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by president Gerald R. Ford on September 30, 1976. The context in which the HSR Act is usually cited is 15 U.S.C. § 18a, title II of the original law. The HSR Act is named after senators Philip A. Hart and Hugh D. Scott, Jr. and representative Peter W. Rodino.
The HSR Act provides that parties must not complete certain mergers, acquisitions or transfers of securities or assets, including grants of executive compensation, until they have made a detailed filing with the U.S. Federal Trade Commission and Department of Justice and waited for those agencies to determine that the transaction will not adversely affect U.S. commerce under the antitrust laws. While parties can carry out due diligence and plan for post-merger integration, they may not take any steps to integrate operations, such as an acquiring party obtaining operational control of the acquired party.
The Act provides that before certain mergers, tender offers or other acquisition transactions (including certain grants of executive compensation) can be completed, both parties must file a "notification and report form" with the Federal Trade Commission and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice. The parties then must wait a certain period, usually 30 days (15 days for all-cash tender offers or bankruptcy sales) during which time those regulatory agencies may request further information in order to help them assess whether the proposed transaction violates the antitrust laws of the United States or could cause an anti-competitive effect in the parties' markets. The filing is not made public, but the agencies may disclose some information about the transaction, especially in the case of publicly announced transactions.
Failure to file the form carries a civil penalty of up to $41,484 per day against the parties, their officers, directors or partners, and the agencies may obtain an order requiring an acquirer to divest assets or securities acquired in violation of the Act. It is also unlawful to complete the transaction during the waiting period, and the same penalties apply. Although the waiting period is generally 30 days (15 days if the transaction is an all-cash tender offer or a bankruptcy sale), the regulators may request additional time to review additional information and the filing parties may request that the waiting period for a particular transaction be terminated early ("early termination"). Early terminations are made public in the Federal Register and posted on the Federal Trade Commission website. Some types of transactions are afforded the special treatment of shorter waiting periods.
The filing requirement is triggered only if the value of the transaction and, in some cases, the size of the parties, exceeds certain dollar thresholds, which are adjusted periodically under the Act. For the purpose of determining the "size of the parties", one assesses the size of the party's ultimate parent entity and all subsidiaries of that entity. The general rule is that a filing is required if three tests are met:
There is also a rule prohibiting "interlocking directorates", that is, it prohibits a person from serving on the board of directors of competing companies valued at over a certain size (this amount was $27.7 million in 2012); but does not apply if the two companies have annual sales in competition with each other of less than $2.7 million.
The rules are somewhat overlapping, but all transactions where the acquiring person will hold an aggregate amount of securities and/or assets of $272.8 million or more (as of 2012) require a filing. Also, all transactions worth more than $68.2 million require a filing if one of the parties is worth at least $13.6 million, the other is worth at least $136.4 million and the total amount of assets now owned by the acquirer reaches $272.8 million. If an entity is not sure if the filing requirements apply to it, it can make a request of the Justice Department to determine if it is. Some assets are not counted, generally assets that do not produce income. For example, if one of the parties involved in the transaction is a natural person, for the purposes of determining whether they reach the asset trigger, the value of their primary residence and car are not counted, but the value of a second home that was rented out would be. There are certain exceptions on transaction reporting for usual and customary transactions: such as an airline purchasing planes and certain real estate purchases. An example was given that a merger of two corporations each having a net asset value of $99 million would not require a filing.
In transactions where either the FTC or the Antitrust Division believes there may be significant anti-competitive consequences, either agency may require that the parties submit more background information by means of the second request process.
The firm that is making the proposed acquisition is required to pay a substantial filing fee when making its filing; the amount of the fee is tied to the size of the transaction, as of 25 February 2016 the fee was $45,000 for transactions of at least $78.2 million but less than $156.3 million; $125,000 for transactions of $156.3 million to $781.5 million; and $280,000 for transactions over $781.5 million. The filing fee covers additional transactions, during a period of up to five years after the original transaction, that do not exceed the next threshold. There are also filing requirements based on the percentage of acquisition, at 25% of a company worth $1.36 billion, or 50% of a company where the amount held by the acquirer will be worth at least $68.2 million. However, once 50% or more of the target has been acquired, or the amount of acquisitions reported exceeded $682.1 million, no further reports are required to be filed.
Title III of the Act allows attorneys general of states to sue companies in federal court for monetary damages under antitrust laws. as parens patriae, on behalf of their citizens. Previously, there was no practicable way for large numbers of individual persons harmed by such anticompetitive activities as small overcharges per person, to sue for damages; it was too costly. Congress sought to remedy that problem with this statute. Title III is in substance the original bill introduced in the House of Representatives by congressman Peter W. Rodino; the other titles of the Act were added as the bill was amended during congressional deliberations.
The effectiveness of the parens patriae provision of HSR was greatly weakened by the Supreme Court's Illinois Brick decision, which substantially limited damages relief to direct purchasers, making consumer indirect purchasers unable to sue. Accordingly, wholesalers or retailers might be able to sue in federal court in a price-fixing case, even though they passed overcharges on to ultimate consumers, but the consumer purchasers could not; yet, the parens patriae provision in HSR is directed at vindicating the right of those very victims. To some extent, however, this effect was mitigated by the availability of state law and congressional passage of the Class Action Fairness Act of 2005 (CAFA), under which class actions can be removed from state court to federal court but state parens patriae actions cannot. Consequently, state attorneys general can pursue price-fixing cases on behalf of the state's consumers under state law in state courts.
The Ninety-fourth United States Congress was a meeting of the legislative branch of the United States federal government, composed of the United States Senate and the United States House of Representatives. It met in Washington, DC from January 3, 1975, to January 3, 1977, during the administration of U.S. President Gerald Ford.
This is the first congress for the currently (as of the 116th) longest serving senator, Patrick Leahy of Vermont.
The apportionment of seats in this House of Representatives was based on the Nineteenth Census of the United States in 1970. Both chambers had a Democratic majority.Antitrust Act
Antitrust Act can refer to:
The Sherman Antitrust Act, first United States federal government action to limit monopolies
Sherman Antitrust Act (federal preemption)
The Clayton Antitrust Act, enacted to remedy deficiencies in antitrust law created under the Sherman Antitrust Act
Hart–Scott–Rodino Antitrust Improvements Act
Tunney Act, officially known as the Antitrust Procedures and Penalties ActCeller–Kefauver Act
Celler–Kefauver Act is a United States federal law passed in 1950 that reformed and strengthened the Clayton Antitrust Act of 1914 which had amended the Sherman Antitrust Act of 1890. The Celler–Kefauver Act was passed to close a loophole regarding asset acquisitions and acquisitions involving firms that were not direct competitors. While the Clayton Act prohibited stock purchase mergers that resulted in reduced competition, shrewd businessmen were able to find ways around the Clayton Act by simply buying up a competitor's assets. The Celler–Kefauver Act prohibited this practice if competition would be reduced as a result of the asset acquisition.
Sometimes referred to as the Anti-Merger Act, the Celler–Kefauver Act gave the government the ability to prevent vertical mergers and conglomerate mergers which could limit competition.Clayton Antitrust Act of 1914
The Clayton Antitrust Act of 1914 (Pub.L. 63–212, 38 Stat. 730, enacted October 15, 1914, codified at 15 U.S.C. §§ 12–27, 29 U.S.C. §§ 52–53), was a part of United States antitrust law with the goal of adding further substance to the U.S. antitrust law regime; the Clayton Act sought to prevent anticompetitive practices in their incipiency. That regime started with the Sherman Antitrust Act of 1890, the first Federal law outlawing practices considered harmful to consumers (monopolies, cartels, and trusts). The Clayton Act specified particular prohibited conduct, the three-level enforcement scheme, the exemptions, and the remedial measures.
Like the Sherman Act, much of the substance of the Clayton Act has been developed and animated by the U.S. courts, particularly the Supreme Court.Deregulation
Deregulation is the process of removing or reducing state regulations, typically in the economic sphere. It is the repeal of governmental regulation of the economy. It became common in advanced industrial economies in the 1970s and 1980s, as a result of new trends in economic thinking about the inefficiencies of government regulation, and the risk that regulatory agencies would be controlled by the regulated industry to its benefit, and thereby hurt consumers and the wider economy.
Economic regulations were promoted during the Gilded Age, in which progressive reforms were touted as necessary to limit externalities like corporate abuse, unsafe child labor, monopolization, pollution, and to mitigate boom and bust cycles. Around the late 1970s, such reforms were deemed as burdensome on economic growth and many politicians espousing neoliberalism started promoting deregulation.HSR
HSR may refer to:
Haliburton Scout Reserve, a Scouts Canada camp
Hamilton Street Railway
Hart–Scott–Rodino Antitrust Improvements Act
Health services research
Henson Scout Reservation, a Boy Scouts of America camp in Maryland
Hidden surface removal
Hierarchical state routing
High-availability Seamless Redundancy
High school reunion
Hisar Junction railway station, in India
Historical Social Research
Historic Sportscar Racing, a U.S. organization involved in historic motorsport
Hochschule für Technik Rapperswil, a university St. Gallen, Switzerland
Holyoke Street Railway
Homestar Runner, an Internet cartoon
Homogeneously staining region
Horseshoe Scout Reservation, a Boy Scouts of America camp in Pennsylvania
Hot Springs Municipal Airport, in South Dakota, United States
Human subject research
Human Support Robot
Human Sexual Response (band)
Hungarian Soviet Republic
Mitsubishi HSR, a concept car
HSR Layout, Bengaluru
Heat shock response, via HSPA1A geneHewlett-Packard
The Hewlett-Packard Company (commonly referred to as HP, and stylized as hp) or Hewlett-Packard ( HEW-lit PAK-ərd) was an American multinational information technology company headquartered in Palo Alto, California. It developed and provided a wide variety of hardware components as well as software and related services to consumers, small- and medium-sized businesses (SMBs) and large enterprises, including customers in the government, health and education sectors.
The company was founded in a one-car garage in Palo Alto by Bill Hewlett and David Packard, and initially produced a line of electronic test equipment. HP was the world's leading PC manufacturer from 2007 to Q2 2013, at which time Lenovo ranked ahead of HP. HP specialized in developing and manufacturing computing, data storage, and networking hardware, designing software and delivering services. Major product lines included personal computing devices, enterprise and industry standard servers, related storage devices, networking products, software and a diverse range of printers and other imaging products. HP directly marketed its products to households, small- to medium-sized businesses and enterprises as well as via online distribution, consumer-electronics and office-supply retailers, software partners and major technology vendors. HP also had services and consulting business around its products and partner products.
Hewlett-Packard company events included the spin-off of its electronic and bio-analytical measurement instruments part of its business as Agilent Technologies in 1999, its merger with Compaq in 2002, and the acquisition of EDS in 2008, which led to combined revenues of $118.4 billion in 2008 and a Fortune 500 ranking of 9 in 2009. In November 2009, HP announced the acquisition of 3Com, with the deal closing on April 12, 2010. On April 28, 2010, HP announced the buyout of Palm, Inc. for $1.2 billion. On September 2, 2010, HP won its bidding war for 3PAR with a $33 a share offer ($2.07 billion), which Dell declined to match.Hewlett-Packard spun off its enterprise products and services business as Hewlett Packard Enterprise on November 1, 2015. Hewlett-Packard held onto the PC and printer businesses, and was renamed to HP Inc.List of United States federal legislation, 1901–2001
This is a chronological, but incomplete, list of United States federal legislation passed by the 57th through 106th United States Congresses, between 1901 and 2001. For the main article on this subject, see List of United States federal legislation. Additional lists are found at List of United States federal legislation: Congress of the Confederation, List of United States federal legislation, 1789–1901 and List of United States federal legislation, 2001–present.Material adverse change
A material adverse change (also called a MAC) - also formulated as an Material adverse event or Material adverse effect (either, a MAE) - contingency is a legal provision often found in mergers and acquisitions contracts and venture financing agreements that enables the acquirer (or funder) to refuse to complete the acquisition or merger or financing with the party being acquired (often termed, the "target") if the target suffers such a change.The rationale for such a clause is a means to protect the acquirer from major changes that make the target less attractive as a purchase. Large transactions often require a long period of time between actual agreement and the completion of the transaction (the "closing"). This time is used to obtain governmental or regulatory approvals (e.g., in the United States, Hart-Scott-Rodino Antitrust Improvements Act approval), to obtain shareholder or labor consents, and any other required third-party consents. During this period, the target continues to function pending the completion of the merger, and is subject to the normal risks of its business, the economy or acts beyond its control.
Each merger agreement that contains such a clause has a different definition of what, in its particular context, constitutes a material adverse change. Often this is one of the few or some times, the only way that an acquiring party can refuse to complete a contemplated acquisition. When the acquiring party cites the occurrence of a material adverse change to refuse to complete a merger or acquisition, litigation may ensue. One notable occurrence is the planned acquisition of SLM Corporation (formerly known as Sallie Mae) by a group including Bank of America and JPMorgan Chase. In the United States, much of this litigation occurs in the Delaware Court of Chancery as many large American companies are organized under Delaware law. According to the precedents of that court, an acquirer seeking to avoid completion of a transaction based upon a MAC provision bears the burden of proving that a material adverse change as defined by the parties' agreement has in fact occurred.It is also used in “Gas Sale and Purchase Agreements” and “LNG Sale and Purchase Agreements” and usually the party suffering from the effects of Material Adverse Change can apply for contract price revision.Public service law in the United States
Public service law in the United States is the body of law, primarily based on a multitude of statutes, which establishes and organizes the delivery of public services in the United States.Robinson–Patman Act
The Robinson–Patman Act of 1936 (or Anti-Price Discrimination Act, Pub. L. No. 74-692, 49 Stat. 1526 (codified at 15 U.S.C. § 13)) is a United States federal law that prohibits anticompetitive practices by producers, specifically price discrimination. It was designed to protect small retail shops against competition from chain stores by fixing a minimum price for retail products.
The law grew out of practices in which chain stores were allowed to purchase goods at lower prices than other retailers. An amendment to the Clayton Antitrust Act, it prevented unfair price discrimination for the first time, by requiring that the seller offer the same price terms to customers at a given level of trade. The Act provided for criminal penalties, but contained a specific exemption for "cooperative associations".Second request
In United States antitrust law, a second request is a discovery procedure by which the Federal Trade Commission and the Antitrust Division of the Justice Department investigate mergers and acquisitions which may have anticompetitive consequences.Sherman Antitrust Act of 1890
The Sherman Antitrust Act of 1890 (26 Stat. 209, 15 U.S.C. §§ 1–7) was a United States antitrust law that was passed by Congress under the presidency of Benjamin Harrison, which regulates competition among enterprises.
The Sherman Act broadly prohibits (1) anticompetitive agreements and (2) unilateral conduct that monopolizes or attempts to monopolize the relevant market. The Act authorizes the Department of Justice to bring suits to enjoin (i.e. prohibit) conduct violating the Act, and additionally authorizes private parties injured by conduct violating the Act to bring suits for treble damages (i.e. three times as much money in damages as the violation cost them). Over time, the federal courts have developed a body of law under the Sherman Act making certain types of anticompetitive conduct per se illegal, and subjecting other types of conduct to case-by-case analysis regarding whether the conduct unreasonably restrains trade.
The law attempts to prevent the artificial raising of prices by restriction of trade or supply. "Innocent monopoly", or monopoly achieved solely by merit, is perfectly legal, but acts by a monopolist to artificially preserve that status, or nefarious dealings to create a monopoly, are not. The purpose of the Sherman Act is not to protect competitors from harm from legitimately successful businesses, nor to prevent businesses from gaining honest profits from consumers, but rather to preserve a competitive marketplace to protect consumers from abuses.Short and long titles
The short title is the formal name by which a piece of primary legislation may by law be cited in the United Kingdom and other Westminster-influenced jurisdictions (such as Canada or Australia), as well as the United States and the Philippines. It contrasts with the long title which, while usually being more fully descriptive of the legislation's purpose and effects, is generally too unwieldy for most uses. For example, the short title House of Lords Act 1999 contrasts with the long title An Act to restrict membership of the House of Lords by virtue of a hereditary peerage; to make related provision about disqualifications for voting at elections to, and for membership of, the House of Commons; and for connected purposes.
The long title (properly, the title in some jurisdictions) is the formal title appearing at the head of a statute (such as an act of Parliament or of Congress) or other legislative instrument. The long title is intended to provide a summarised description of the purpose or scope of the instrument. Like other descriptive components of an act (such as the preamble, section headings, side notes, and short title) the long title seldom affects the operative provisions of an act, except where the operative provisions are unclear or ambiguous and the long title provides a clear statement of the legislature's intentionThermo Fisher Scientific
Thermo Fisher Scientific is an American biotechnology product development company located in Waltham, Massachusetts, and was created in 2006 by the merger of Thermo Electron and Fisher Scientific. In April 2013, after a competitive bidding with Hoffmann-La Roche, Thermo Fisher acquired Life Technologies Corporation for US$13.6 billion in a deal that would rank the firm as one of the leading companies in the genetic testing and precision laboratory equipment markets.Timeline of the Gerald Ford presidency
The presidency of Gerald Ford began on August 9, 1974, when Gerald Ford became President of the United States, and ended on January 20, 1977, a span of 895 days. Ford, the 38th United States president, succeeded Richard Nixon, who had resigned from office. Prior to this he was the 40th Vice President of the United States, serving from 1973 until President Richard Nixon's resignation in 1974. He was the first person appointed to the vice presidency under the terms of the Twenty-fifth Amendment to the United States Constitution, following the resignation of Vice President Spiro Agnew on October 10, 1973. Ford has the distinction of being the first, and to date the only person to have served as both vice president and president without being elected to either office.
As President, Ford signed the Helsinki Accords, marking a move toward détente in the Cold War. With the conquest of South Vietnam by North Vietnam nine months into his presidency, U.S. involvement in Vietnam essentially ended. He made seven international trips while in office. Domestically, Ford presided over the worst economy in the four decades since the Great Depression, with growing inflation and a recession during his tenure. One of his more controversial acts was to grant a presidential pardon to President Richard Nixon for his role in the Watergate scandal. He also faced two assassination attempts. During Ford's presidency, foreign policy was characterized in procedural terms by the increased role the United States Congress began to play, and by the corresponding curb on the powers of the President.Ford ran unsuccessfully for a full four-year presidential term in 1976. In the 1976 Republican presidential primary campaign he defeated challenger Ronald Reagan. He narrowly lost the presidential election to his Democratic opponent, Jimmy Carter.United States Department of Transportation
The United States Department of Transportation (USDOT or DOT) is a federal Cabinet department of the U.S. government concerned with transportation. It was established by an act of Congress on October 15, 1966, and began operation on April 1, 1967. It is governed by the United States Secretary of Transportation.United States antitrust law
United States Antitrust law is a collection of federal and state government laws that regulates the conduct and organization of business corporations, generally to promote fair competition for the benefit of consumers. (The concept is called competition law in other English-speaking countries.) The main statutes are the Sherman Act of 1890, the Clayton Act of 1914 and the Federal Trade Commission Act of 1914. These Acts, first, restrict the formation of cartels and prohibit other collusive practices regarded as being in restraint of trade. Second, they restrict the mergers and acquisitions of organizations that could substantially lessen competition. Third, they prohibit the creation of a monopoly and the abuse of monopoly power.The Federal Trade Commission, the U.S. Department of Justice, state governments and private parties who are sufficiently affected may all bring actions in the courts to enforce the antitrust laws. The scope of antitrust laws, and the degree to which they should interfere in an enterprise's freedom to conduct business, or to protect smaller businesses, communities and consumers, are strongly debated. One view, mostly closely associated with the "Chicago School of economics" suggests that antitrust laws should focus solely on the benefits to consumers and overall efficiency, while a broad range of legal and economic theory sees the role of antitrust laws as also controlling economic power in the public interest.Wexis
Wexis is a humorous portmanteau used to refer to the alleged duopoly of publishing conglomerates that dominate the U.S. legal information services industry – namely, West Publishing and LexisNexis.Neither of these companies is independent – they are parts of much larger conglomerates that dominate the entire information services sector. West is owned by Thomson Reuters, while LexisNexis is a division of RELX Group.
These companies dispute the allegation that they are a duopoly; LexisNexis actually sued one company which used the terms "Wexis" and "duopoly" in its marketing literature.