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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, August 27, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

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$297.00
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Discount expires 7/28/25

This course is $0 with these passes:

CLE
ALL

This CLE webinar will provide an overview of recent changes made to the Hart-Scott-Rodino (HSR) premerger notification report form as well as the premerger notification rules implementing the HSR Act. The panel will review the impact these changes have had for M&A dealmakers, how the FTC's enforcement policies are evolving, trends that have emerged during the initial months since the new rules took effect, and best practices for navigating the changes and ensuring compliance. 

Faculty

Barbara T. Sicalides
Partner
Troutman Pepper Locke LLP

Ms. Sicalides’ practice covers the full range of antitrust and competition matters. She routinely handles antitrust litigation, conduct and merger investigations, and counseling, as well as distribution disputes and arrangements, for domestic and international companies. Her antitrust litigation experience includes a wide range of antitrust claims, such as class action and individual plaintiff actions. Additionally, this experience includes actions challenging agreements among competitors such as price fixing, customer allocation, output restraints, and other similar horizontal agreements. Ms. Sicalides has extensive experience responding to government investigations of alleged cartel activity, including price-fixing and market allocation. She also advises clients on acquisitions and joint venture transactions before the FTC, DOJ, state attorneys general, and international regulatory agencies. Ms. Sicalides is also experienced in non-merger civil and criminal antitrust investigations before the enforcement agencies, and defends against antitrust class actions and individual claims. Her counseling practice also involves helping international and domestic companies to minimize or avoid antitrust liability, and to implement effective compliance programs. Ms. Sicalides speaks regularly and has authored numerous articles and book chapters on competition-related issues. She is immediate past chair of the ABA Business Law Section Antitrust Committee.

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Description

On Oct. 11, 2024, the FTC issued its final rule, changing the premerger notification form and the rules that implement the HSR Act. The revisions went into effect on Feb. 10, 2025. Parties to an HSR reportable transaction must now complete a premerger notification form and provide documentation for the DOJ and the FTC to do an initial assessment to determine whether the transaction may violate antitrust laws.

Both buyers and sellers have new requirements, which has increased the length of time it takes to prepare an HSR filing. The new rule requires parties to provide additional transaction-related documents relating to buy-side structures, officers and directors, and minority shareholders, among other topics. As documents are being prepared, it is important for the parties and their counsel to keep in mind that they will need to provide expanded documentation, and care should be taken in their preparation.

The increased burdens when preparing an HSR filing can lead to increased costs and potential delays in closing deals. To minimize delays and simplify the process of preparing an HSR filing, some companies are maintaining such information in the ordinary course of business even before considering a potential transaction. 

Listen as our authoritative panel discusses the new HSR regime and its impact on M&A deals. The panel will offer best practices and guidance for navigating this evolving legal framework.

Outline

I. Overview: new HSR rule and premerger notification form and their implications for M&A deals

II. Key changes to the HSR filing requirements

A. Competitive overlaps

B. Supply relationships

C. Foreign subsidies

D. Ownership structure

E. Private equity

III. How the new rule differs from the prior rule and process

IV. Practical steps to optimize filings under the new HSR regime

V. Emerging trends and developments

VI. Impact of the new rule on non-reportable transactions

VII. Practical considerations and key takeaways

Benefits

The panel will review these and other key issues:

  • What are the key changes to the HSR filing requirements?
  • What are the practical implications for M&A deals?
  • What trends, practices, and policies are evolving with the HSR premerger notification report form?
  • How can companies contemplating mergers or acquisitions proactively minimize delays and simplify the HSR filing process?