Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

The FTC announced early terminations would once again be available for merger and acquisition filings under the HSR Act.  On Monday, March 13, as part of the FTC’s response to the COVID-19 coronavirus situation, and in partnership with the Antitrust Division of DOJ, the FTC announced that the FTC’s Premerger Notification Office would adopt a temporary e-filing program for notifications under the Hart-Scott-Rodino Act. The e-filing transition resulted in a suspension of requests for early termination.

In light of the success of the temporary e-filing program to date, requests for early termination will again be processed, but with some changes to the ordinary process. Effective Monday, March 30, the FTC and DOJ will resume the practice of granting early termination of the HSR Act’s waiting periods when both agencies have determined that no enforcement action will be taken during the waiting period.

In addition, in the announcement made by the FTC, the following topics were discussed:

  • Early termination is not a right.
  • Parties should not reach out to advocate for early termination.
  • Early termination will be granted but only as time and resources allow. Early termination will, for the duration of the COVID-19 pandemic crisis, be available on a more limited basis than has historically been the case. Specifically, it will be granted in fewer cases, and more slowly, than under normal circumstances.
  • Competitive concerns will be fully investigated in every case, and doubts will be resolved against granting early termination.
  • The FTC will continue to monitor its workflow and make adjustments at any time.

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