Legal Blog

M & A Nuggets: Antitrust Concerns?

shutterstock_518023720Many companies involved in business acquisitions may not think that their transaction is subject to antitrust scrutiny.  However, many midmarket transactions are subject to review by the federal government.  The Hart-Scott-Rodino Act requires that parties to a merger that is a certain size must report the transaction to the Federal Trade Commission and the Department of Justice prior to the closing.  Generally, to be a reportable merger, both a “size of person” and “size of transaction” test must be met.  The size of person test is met if either the purchaser or seller has $156.3 million or more in annual sales or total assets, and the other party has $15.6 million or more in annual sales or total assets.  The size of transaction test is met if the value of the seller is greater than $78.2 million.  The filing fee for a merger notification is substantial, at least $45,000.00, depending upon the size of the transaction.  Importantly, the merger may not close until the waiting period set forth in the statute has passed or the government has granted an early termination of the waiting period.  So, if your transaction falls within the range discussed above, it is important that you determine whether the premerger notification applies.



Glenn D. Solomon Esq., is a principal at the law firm of Offit Kurman and has provided counsel to businesses and business owners for more than twenty-five years, with extensive experience in the purchase and sale of businessesstructuring ownership agreements, and advising companies in financial distress.







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