Private Equity and Antitrust Enforcement: Analyzing Federal HSR Compliance, Mini State HSR Statutes, and Related Developments

This CLE webinar will discuss how returning to the "old" Hart-Scott-Rodino (HSR) rules will impact the private equity firms. The panel will also provide an update on antitrust enforcement and settlement opportunities under Trump 2.0, highlight transactions that remain a focal point of Federal Trade Commission (FTC) and Department of Justice (DOJ) scrutiny, note evolving state premerger notification statutes, and address enforcement impacting transaction timelines and risk, among other developments.

On Feb. 10, 2025, the FTC's amended HSR Premerger Notification Form and Instructions went into effect. The 2025 form changes and required information were expected to triple the time and the costs involved with HSR premerger notification requirements. Barely a year later, a federal district court vacated the amended HSR rule. Shortly thereafter, the U.S. Court of Appeals for the Fifth Circuit denied the FTC's motion for a stay, rendering the district court's judgment immediately effective.

Following the ruling, the FTC announced it will accept HSR filings using the old form and instructions, as well as the 2025 HSR amended form and instructions on a voluntary basis. Importantly, however, both the FTC and the DOJ Antitrust Division may still request during the HSR waiting period the same categories of documents and information that the new rules would have required as a matter of course at the filing stage. Additionally, the FTC and DOJ launched a joint public inquiry into the HSR requirements, signaling potential new rulemaking and reaffirming the FTC's position that the old form "was insufficient to review modern mergers and acquisitions."

During this course, our faculty will analyze enduring changes to consider for your next deal. The uncertainty around the prospect of new, similarly strict HSR changes and the mini HSR state statutes will also be discussed to help inform compliance efforts. 

Other antitrust developments are influencing the M&A market. Transaction opportunities have arisen under the administration's pro-business agenda, including reductions to previous enforcement along with new opportunities to negotiate structural and behavioral deal remedies. Our faculty will examine these developments and more. Time will be spent spotlighting continued administrative enforcement interest in tech, life science, and healthcare, driven by concerns over innovation and pricing. The panel will also address how state attorneys general have expanded their role in merger oversight, including by challenging federal outcomes, creating a more complex regulatory landscape to navigate.

Listen as our authoritative panel analyzes recent HSR changes and mini HSR developments and their impact on private equity sponsors and funds, as well as guidance on navigating compliance and antitrust priorities under the Trump 2.0 administration.