Trends and Lessons From the New Hart-Scott-Rodino Rules
Course Details
- smart_display Format
Live Online with Live Q&A
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Antitrust
- event Date
Wednesday, November 12, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
-
This CLE course will discuss the recent developments, trends, and guidance relating to Hart-Scott-Rodino (HSR) deals one year after the FTC released its new final rule. The panel will examine the early implications of the new HSR regime on deal-making, outline trends that have emerged in the last several months, and provide practical guidance for preparing HSR filings.
Ms. Hanger is a seasoned healthcare law, biosciences, and antitrust attorney. Her antitrust experience covers a variety of industries with a particular focus on healthcare antitrust matters. Ms. Hanger assists clients with a variety of antitrust matters. She advises clients on pricing, distribution, mergers and acquisitions, joint ventures, and Hart–Scott–Rodino premerger notification filings.
Mr. Smith is a member of the firm’s Antitrust & Trade Regulation practice, focusing on representing clients in government review of mergers and acquisitions, civil and criminal government investigations, civil antitrust litigation, and antitrust counseling. He has represented parties in all stages of merger clearance, including pre-merger counseling and filing under the Hart-Scot-Rodino (HSR) Act, representation before the U.S. Department of Justice, Antitrust Division, and the Federal Trade Commission, and merger litigation. Prior to joining the firm, Mr. Smith practiced antitrust law at a Washington, DC law firm and was a trial attorney in the Defense, Aerospace, and Industrials section of DOJ’s Antitrust Division, where he investigated and analyzed mergers and acquisitions in a wide variety of industries, including telecommunications, banking, aeronautics, defense, and mining.
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.
The reforms are wide-ranging and require, among other items: (1) additional transaction documents from each merging party's deal team as well as certain high-level business and strategic plans; (2) a description of the business lines of each filer to reveal existing areas of competition between the merging firms (including for products and services that are in development) and supply relationships between the merging firms; and (3) disclosure of certain minority investors in the buying entity and other entities within its ownership structure.
The new requirements have increased the length of time it takes to prepare an HSR filing. As documents are being prepared, it is important for counsel to keep in mind that they will need to provide expanded documentation, and care should be taken in their preparation.
Listen as our authoritative panel analyzes the nuances of the new HSR regime and its implications for HSR-reportable deals. The panel will also offer best practices and guidance for navigating this evolving legal framework.
I. Overview: new HSR rule and premerger notification form
II. Key changes to the HSR filing requirements
III. Comparing the new rule to the prior rule and process
IV. Practical steps to optimize filing under the new HSR regime
V. Emerging trends, developments, and guidance
VI. How the new rule is impacting FTC and DOJ merger enforcement
VII. Practical considerations and key takeaways
The panel will review these and other important issues:
- What is the current threshold for HSR pre-notification and the initial notice period?
- When must different transactions be aggregated in calculating the total amount of a transaction?
- What information is required to be included in the new premerger notification report form?
- How is the new HSR regime impacting transactions, and what trends, practices, and policies are evolving with the HSR premerger notification report form?
