Many 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.
ABOUT GLENN D. SOLOMON
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 businesses, structuring ownership agreements, and advising companies in financial distress.
ABOUT OFFIT KURMAN
Offit Kurman is one of the fastest-growing, full-service law firms in the Mid-Atlantic region. With 120 attorneys offering a comprehensive range of services in virtually every legal category, the firm is well positioned to meet the needs of dynamic businesses and the people who own and operate them. Our eight offices serve individual and corporate clients in the Maryland, Delaware, New Jersey, and Northern Virginia markets, as well as the Washington DC, Baltimore, Philadelphia, and New York City metropolitan areas. At Offit Kurman, we are our clients’ most trusted legal advisors, professionals who help maximize and protect business value and personal wealth. In every interaction, we consistently maintain our clients’ confidence by remaining focused on furthering their objectives and achieving their goals in an efficient manner. Trust, knowledge, confidence—in a partner, that’s perfect.
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