The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) is a set of amendments to the competition and antitrust laws of the US, mainly the Clayton Antitrust Act. The President Gerald R. Ford had on September 30, 1976 signed the HSR Act into law.
The Hart-Scott-Rodino Act mandates that before certain mergers, tender offers for purchase of stocks or shares or corporation take over deals may close, both parties must file with the Federal Trade Commission and the Assistant Attorney General in charge of the Antitrust Division of the United States Department of Justice a "Notification and Report Form" describing the proposed transaction.
Where either the value of the deal or the size of the contracting parties exceeds the specified dollar threshold, both the parties are required to file the above notice or report with the regulatory agencies.
On such filing, a 30-day waiting period follows within which those regulatory agencies may call for additional information. It is unlawful for the parties to prematurely close the deal during the waiting period.
Though the waiting period is usually 30 days, the regulators may request for extra time to review additional information.
The parties may request that the authorities to terminate the waiting period earlier than the statutory period of 30 days for a particular transaction as a special case. Such a request for "early termination" is allowed only on compliance with the rules and if both the said regulatory agencies have decided not to take any enforcement action on completion of their scrutiny of the proposal.
In some cases where these authorities have sought for additional information, they may hold that no further action is necessary and terminate the waiting period even before full compliance with the Second Request by the parties.
Moreover parties to some types of transactions enjoy the benefit shorter waiting period.
