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Gun-Jumping
Practical Law Glossary Item 1-383-2621 (Approx. 3 pages)
Glossary
Gun-Jumping
This term has a number of meanings. In the context of:
Securities and capital markets, a violation by a company of any of the publicity restrictions imposed by the SEC prior to or during a securities offering is referred to as gun-jumping. There are serious consequences for the issuer for violation. For more information, see Practice Note, Registration Process: Publicity.
Antitrust, a violation occurs when transacting parties engage in certain activities before closing. The antitrust laws require transacting parties to remain separate and independent before closing.
- Examples of gun-jumping are, before closing:
- exercising control over the assets or routine business, management, or operations of the other party;
- prematurely transferring beneficial ownership or closing the transaction;
- sharing competitively sensitive information;
- engaging in impermissible joint conduct, such as fixing prices, terms, and conditions; or
- prematurely integrating or consolidating operations.
- Governmental antitrust agencies have brought enforcement actions for gun-jumping violations under:
- the Hart-Scott-Rodino Antitrust Improvements Act, for reportable transactions;
For more information, see Practice Note, Antitrust Enforcement Actions: Gun-Jumping.