Hart–Scott–Rodino Antitrust Improvements Act
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The Hart–Scott–Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by president Gerald R. Ford on September 30, 1976. The context in which the HSR Act is usually cited is 15 U.S.C. § 18a, title II of the original law. The HSR Act is named after senators Philip Hart and Hugh Scott and representative Peter W. Rodino.
Hart–Scott–Rodino Antitrust Improvements Act of 1976 | |
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94th United States Congress | |
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Enacted by | 94th United States Congress |
Enacted | September 30, 1976 |
Summary | |
The Hart–Scott–Rodino Antitrust Improvements Act of 1976 (HSR Act) is a pivotal federal law enacted by the 94th United States Congress on September 30, 1976. Its primary purpose is to amend the antitrust laws of the United States, primarily the Clayton Antitrust Act, to regulate mergers, acquisitions, transfers of securities, and assets. Under this law, parties involved in such transactions must submit detailed filings with the U.S. Federal Trade Commission and the Department of Justice, allowing for antitrust review and assessment. The HSR Act also grants state attorneys general the authority to sue companies in federal court for monetary damages under antitrust laws as parens patriae, representing their citizens in competition-related matters. |
The HSR Act provides that parties must not complete certain mergers, acquisitions or transfers of securities or assets, including grants of executive compensation, until they have made a detailed filing with the U.S. Federal Trade Commission and Department of Justice and waited for those agencies to determine that the transaction will not adversely affect U.S. commerce under the antitrust laws. While parties can carry out due diligence and plan for post-merger integration, they may not take any steps to integrate operations, such as an acquiring party obtaining operational control of the acquired party.[1]