About the Course
Introduction
This CLE webinar will discuss the new Hart-Scott-Rodino (HSR) premerger notification requirements and their implications on private equity firms and sponsors. The panel will review the expanded data and disclosure requirements including disclosures of minority equity holders and certain limited partners, the enhanced business and competition documents, and regulators' increased scrutiny of prior acquisitions. The panel will also highlight the antitrust priorities and agenda for private equity under the new Trump administration.
Description
The new HSR rules, which went into effect on Feb. 10, 2025, are the first of their kind in over 45 years since the program's inception, and they have significant implications for private equity firms and their platform companies. The new rules will greatly impact the timing of deals and significantly increase the filing burdens of private equity firms.
The rules require new disclosure requirements for officers and directors of portfolio companies as well as for limited partners/minority investors at both the fund and portfolio level. Also, private equity firms are likely to be impacted disproportionately by other generally applicable requirements, including the provisions relating to ordinary course agreements, listing more prior acquisitions, and expansion of transaction-related documents.
Counsel and private equity firms must understand not only the increased burdens in preparing HSR filings but also the significant new recordkeeping and compliance regimes required and their impact on the ability to timely engage in transactions.
In addition to the new HSR rules, private equity firms and their counsel must also be aware of the shift in approach to antitrust enforcement under the new Trump administration and what this means for private equity transactions going forward.
Listen as our authoritative panel analyzes the provisions of the new HSR rules that have the greatest impact on private equity sponsors and funds and provides guidance for navigating compliance with these expanded requirements and the antitrust priorities of the new administration.
Presented By
Ms. Marcellino routinely advises private capital sponsors and stakeholders on a broad range of strategic transactions and complex initiatives, including cross-fund and GP-led transactions, liquidity solutions, spin-out transactions, fund formation (including for private equity, venture capital and credit asset classes), GP stake sales and joint ventures. She also regularly advises on management company arrangements, carried interest / incentive plans, succession planning and co-investment matters, as well as related regulatory and compliance considerations. Ms. Marcellino also advises emerging managers and family offices in the establishment of their firms and investment funds. With an industry focus on financial services, she also regularly advises sponsors, boards and special committees on strategic public and private transactions at the intersection of insurance and asset management. Prior to joining the firm, Ms. Marcellino was GC of Aquiline Capital Partners, a private investment firm specializing in financial services and technology.
Mr. Powell advises clients on antitrust issues in the context of mergers and acquisitions and represents clients in merger reviews and enforcement actions by the U.S. Federal Trade Commission, U.S. Department of Justice, and U.S. state antitrust enforcement agencies. He also represents clients in a wide range of non-merger antitrust investigations, class action litigation, and other antitrust disputes. Mr. Powell’s antitrust experience spans a range of industries, including asset management, consumer goods, defense, energy, financial services, health care, hospitality, insurance, payment cards, pharmaceuticals, retail, transportation, and technology, among others. He also has represented clients in corporate governance, employment, First Amendment, restructuring, securities, and other general commercial litigation matters. Mr. Powell previously served as Chair of the Antitrust Section of the New York State Bar Association and is an active thought leader in the constantly evolving antitrust landscape nationally and globally.
Ms. Richard is counsel in the firm’s Litigation Department in New York. Her focus includes U.S. antitrust law and European competition law (merger control notifications with an emphasis on analysis and compliance under the Hart-Scott-Rodino Act, merger investigations, restrictive arrangements and monopolization cases).
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Monday, June 30, 2025
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Overview: new HSR rules and antitrust priorities of the Trump administration
II. Key rule changes that directly impact private equity firms and sponsors
A. Expanded data and disclosure requirements
B. Enhanced business and competition documents
C. Disclosures concerning prior acquisitions
D. Ownership disclosures
E. Other generally applicable provisions that increase the reporting requirements for private equity firms
III. Measures private equity sponsors must take to ensure compliance with the new rules
IV. Trump administration's antitrust priorities and their impact on private equity
V. Practitioner pointers and key takeaways
The panel will address these and other key issues:
- What provisions of the new rules directly impact private equity firms?
- What are the implications of the new rules on deals and transactions?
- What actions must private equity firms take to ensure compliance with the new rules?
- What are the Trump administration's antitrust priorities and how will they impact private equity?
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