The Hart-Scott-Rodino Antitrust Improvements Act (“HSR”) (section 7A of the Clayton Act, 15 U.S.C. §18a) requires parties to a transaction meeting certain size thresholds to complete and file a Notification and Report Form with the Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice, and subsequently adhere to a 30-day waiting period before completing the transaction. The waiting period provides the federal antitrust enforcement agencies with an opportunity to assess any potential anticompetitive concerns associated with the transaction.
Early termination of the waiting period can be requested in the Notification and Report Form by either or both of the transacting parties, and is frequently granted for transactions that do not raise competitive concerns. Historically, this has shaved as much as two weeks or more off the initial waiting period.
However, while the federal antitrust enforcement agencies are still accepting Notification and Report Forms, the FTC’s Premerger Notification Office has indicated that early termination will not be available for any transaction during the government shutdown due to staffing constraints. As a result, parties to a transaction meeting the HSR thresholds can, at a minimum, expect to wait the full 30 days before completing their transaction.