Proposed Amendments Would Fundamentally Change HSR Compliance for Private Fund Managers

The Hart-Scott-Rodino Act (HSR or HSR Act) requires parties to transactions that meet specified dollar thresholds and do not fall within an exemption to notify the antitrust agencies and observe a waiting period prior to consummating a reportable transaction. The Federal Trade Commission (FTC), with the support of the Antitrust Division of the DOJ, recently announced two rulemaking notices that may materially affect the obligations of hedge fund managers, private equity firms and other financial investors under the HSR Act. In addition, the FTC is seeking input on a variety of other topics that may shape future changes to the HSR program, many of which also could meaningfully impact HSR compliance for investment funds. In a guest article, Cadwalader partner Joel Mitnick and counsel Ngoc Hulbig summarize the FTC’s proposals and offer a high-level analysis of their respective effects on private fund managers and other financial investors. For insights from other Cadwalader attorneys, see “Marketing EEA‑Domiciled Hedge Funds in the U.K. Post Brexit” (Aug. 6, 2020).

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