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: