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Compliance with items 4(c) and 4(d) of the Hart-Scott-Rodino Antitrust Improvements Act

E. John Steren ( and Patricia M. Wagner ( are both Members of the firm and located in the Washington, DC, offices of Epstein Becker & Green.

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) requires that certain proposed acquisitions of voting securities, noncorporate interests, or assets be reported to the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ) prior to consummation.[1] The parties must then wait a specified period, usually 30 days (15 days in the case of a cash tender offer or bankruptcy sale), before they may complete the transaction.

Whether a particular acquisition is subject to the requirements of the HSR Act depends on the value of the acquisition and, in certain acquisitions, the size of the parties as measured by their sales and assets. At present, any transaction valued above $899.8 million is reportable. In addition, transactions valued between $90 million and $899.8 million may also be reportable if an acquiring party with assets or annual net sales at or above $180 million is making an acquisition from a party not engaged in manufacturing that has total assets at or above $18 million. Thresholds are updated annually and can be found on the FTC’s website ([2]

Compliance with the HSR Act is expensive. In addition to the cost of collecting the required materials and otherwise fulfilling the reporting obligations, the current filing fees stand at:

  • $45,000 for transactions valued between $90 million but less than $180 million;

  • $125,000 for transactions valued at $180 million but less than $899.8 million; and

  • $280,000 for transactions valued at $899.8 million or greater.[3]

The fine for failing to comply with the HSR Act is currently $42,530 per day of noncompliance. Although initial offenses may not result in a monetary penalty, repeat and egregious offenders have received fines in the millions of dollars.

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