A Toolkit that includes resources to help counsel value transactions to determine whether premerger notification is required under the Hart-Scott-Rodino (HSR) Act and if so, the value of the HSR filing fee. This Toolkit helps counsel determine the HSR size-of-transaction, including by applying exemptions and determining the value of contingent payments.
The size-of-transaction includes the consideration being paid in the current acquisition as well as the value of equity and certain assets already held by the buyer that were acquired from the same seller. Counsel must accurately calculate the HSR size-of-transaction to determine if the transacting parties must make an HSR filing. Parties that do not submit HSR forms in transactions required to be reported under the HSR Act may be subject to:
This Toolkit is a collection of continuously maintained resources designed to guide counsel through the HSR valuation process to determine whether a transaction is reportable under the HSR Act and if so, the value included on the HSR form and of any filing fee paid.