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Companies with internal processes to comply with current HSR obligations may need to modify and/or create new ones, including: (1) entering and reviewing certain classes of documents; (2) the methods of preserving and compiling the necessary annual financial information; and (3) for the acquisition of individuals, the methods used to collect information from “employees”. Given the expanded scope of data and document capture, as well as the fact that some of the additional information required is transaction-specific (making it more difficult for companies to have an “off-the-shelf” bid that is ready to be updated for an urgent transaction), parties to the reportable transactions should consider the likelihood that the preparation of the HSR depot will be more long and more expensive. will be. For example, standard contractual provisions requiring parties to file an application under the HSR Act in a short period of time may need to be revised, particularly for parties filing the revised HSR form for the first time. 3 For example, separate investment funds that share family physicians or management partners with another fund are considered to be associated with each other and with general practitioners/managing partners. If a fund is an acquirer, it must, to the best of its knowledge, submit information about its GP, its sister funds and their holding companies. (1) Offering Notes – Section 4(d)(i) requires confidential information notes (“CIM”) prepared for officers or directors (or, in respect of non-registered corporations, those performing similar functions) within one year of the date of filing of the HSR and dealing specifically with the sale of the company or acquired assets, but not necessarily on the specific transaction. Article 4(d)(i) requires the inclusion of such CIMs, whether they contain content 4(c) or have been shared with the buyer. If there is no CIM, the parties must submit all documents that have actually been provided to the purchaser`s officers or directors to perform the function of ICM (for example. B, an existing presentation that includes an overview of the company or industry). Ordinary course material and/or financial data disclosed as part of due diligence are not accessible unless such documents are provided to the purchaser specifically for the purposes of an CIM in the absence of an CIM. The stated intent of the agencies is to capture “documents that provide a detailed overview or analysis” of the objective. In point 5 of the previous HSR form, a bidding party was required to file historical (i.e., “reference years”) and current NAICS sales for any product or service sold through U.S.

facilities. The revised HSR form eliminates the reference year requirement, as well as the requirement for parties to specify the years in which manufactured goods have been added or removed since the reference year. This change will reduce the burden on certain notifying parties (particularly those with manufacturing facilities in the United States). However, manufacturing companies now need to provide more detailed information about their current business activities. For best practices for efficiently downloading information from, including the latest EDGAR submissions, see You can also sign up for email updates to the SEC Open Data program, including best practices that make downloading data more efficient and improvements that can affect scripted download processes. For more information, please contact Previous HSR rules limited reporting obligations to information about the ultimate parent company (“UPE”) of acquiring and acquired persons and all companies controlled by each UPE.1 For example, the previous HSR form did not require information about a general partner (“GP”) holding a one per cent stake in a partnership, because the PM is not supposed to control the partnership for HSR purposes. even if the family physician directs the activities and/or investments of the partnership. The information was also not required for other partnerships with the same PM and other companies managed jointly with the acquiring partnership.

The revised HSR amends this provision by requiring the acquiring person to provide information on its “associated companies”, which are companies that are jointly managed as a business or investment company with the acquiring person.2 These revisions will be particularly relevant for companies with complex partnership structures (e.g.B. private equity firms, hedge funds and other investment funds, Leading Limited Partnerships in the Energy Sector, == References == 3 The new requirements for partners do not affect the definition of the term “acquiring person” to determine whether a TSR notification is required. To ensure that our website works well for all users, the SEC monitors the frequency of requests for content to ensure that automated searches do not interfere with other people`s ability to access content. We reserve the right to block IP addresses that make excessive requests. Current policies limit users to a total of no more than 10 requests per second, regardless of the number of computers used to send requests. On July 7, 2011, the Federal Trade Commission (“FTC”) and the Antitrust Division (“DOJ”) of the U.S. Department of Justice announced significant changes to the Hart-Scott-Rodino Pre-Merger Notification Rules (“HSR”) and the Pre-Merger Notification and Reporting Form (“HSR Form”) that could significantly increase the burden on bidding parties. The new HSR rules were published in the Federal Register on July 19, 2011 and will come into effect on July 18, 2011. August 2011.

All transactions communicated to agencies from that date must use the amended form. IMPORTANT NOTE ABOUT DOWNLOADING THE FILLABLE HSR FORM: Using a browser other than Internet Explorer may result in an error message when you click the Adobe Acrobat PDF link (HSR form version 1.0.2). Therefore, it is recommended that you download the form using Internet Explorer. You can also right-click the PDF link and select “Save Link As” to download the PDF file directly to your computer before opening it with Adobe. The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) requires parties to transactions that meet certain thresholds to submit HSR forms to the FTC and DOJ, triggering a waiting period that must expire or be terminated before the parties can close the transaction. The amendments are intended to simplify the HSR form and to gather additional information that the agencies believe will better inform and expedite their review of competition from a proposed transaction during the initial HSR waiting period. Revisions simplify the submission process by removing certain sections of the DESH form. however, they also require new categories of information and documents. These documents are presented in Adobe Acrobat format.

Disclosure requirements for associated companies are likely to significantly reduce the burden on general practitioners and investment managers or investment fund administrators, who will have to track and report the assets of each of the (potentially numerous) “associated” investment funds they manage, whose assets may change frequently. The burden is further increased as points 6(b) and 6(c) are no longer limited to companies and now require information on minority holdings in or by non-legally competent companies. Overlaps between bidding parties – Item 7 currently requires information on NAICS code overlaps between the parties to the transaction. The new rules extend point 7 to require an acquiring party to list corporations controlled by its associated companies that have generated sales in the same 6-digit NAICS codes as the acquired person. Unauthorized attempts to upload information and/or modify information to any part of this website are strictly prohibited and subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see 18 U.S. §.C§ 1001 and 1030). .

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