Home      Login

Abstract: 

The current worldwide financial turmoil and its still-uncertain aftermath have sparked major mergers and acquisitions (M&A) requiring very rapid antitrust regulatory approval to both calm distressed markets and salvage shareholder value. More of these deals are surely on the horizon. Given that these exigent circumstances require quick completion of a transaction, efforts to quickly obtain the required necessary antitrust clearance under the Hart-Scott-Rodino Act, section 7A of the Clayton Act, 15 U.S.C. 18a (“HSR Act”), can sometimes be inhibited. Under the HSR Act, parties are prohibited from closing deals during a suspensory waiting period while the antitrust review is conducted, or risk substantial fines for doing so. Under the right circumstances, however, procedural mechanisms and substantive arguments can be employed to try to mitigate any potential harm that is caused by delay. This article addresses the relevant waiting period in the United States under the HSR Act, some of the procedural pitfalls that can often arise, and, in certain circumstances, the pertinent strategies and arguments that, in an effort to secure rapid antitrust clearance, can be employed for transactions where one of the merging or acquired parties is in severe financial distress.

Keywords: Hart-Scott-Rodino Act; Mergers and Acquisitions

Affiliations:  1: Akin Gump Strauss Hauer & Feld, LLP; 2: Akin Gump Strauss Hauer & Feld, LLP.