Work out whether the HSR waiting period has ended
Key facts
- Human involvement
- RedLawyer-led
- How AI is used
- From the filing receipts, record the date the Federal Trade Commission and the Assistant Attorney General received the notification from both persons, or from the acquiring person if the file calls the deal a tender offer. Record whether the file calls the offer a cash tender offer. Count the thirtieth day after that receipt, or the fifteenth day if the file calls it a cash tender offer. If that day falls on a Saturday, Sunday, or a legal public holiday the lawyer identifies under 5 USC 6103(a), move the date to the next day that is not one of those days. Do not decide that the parties may close.
- What the lawyer must review
- The lawyer decides whether the parties may acquire the voting securities or assets. Under 15 USC 18a(a), unless the transaction is exempted under subsection (c), the persons may not acquire until both have filed, or in a tender offer the acquiring person has filed, and the waiting period has expired. Subsection (b)(1) starts the period on receipt by the Federal Trade Commission and the Assistant Attorney General of the completed notification from both persons, or from the acquiring person in a tender offer, and ends it on the thirtieth day after that receipt, or the fifteenth day for a cash tender offer, or on a later date set under subsection (e)(2) or (g)(2). Subsection (b)(2) says the Commission and the Assistant Attorney General may in individual cases terminate the waiting period and allow the acquisition to proceed. Subsection (k) extends a period that ends on a Saturday, Sunday, or legal public holiday under 5 USC 6103(a) to the next day that is not one of those days. Subsection (i)(1) says any action, or any failure to act, by the Commission or the Assistant Attorney General under this section does not bar a proceeding at any time under any other section of the Act or any other provision of law. The FTC program page says the parties may not close until the waiting period outlined in the HSR Act has passed, or the government has granted early termination of the waiting period. The lawyer decides whether the notifications were complete, whether the period was extended, and whether early termination was granted. Expiry of the period is not a finding that the acquisition complies with Clayton Act section 7.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Do not begin AI assistance until the responsible lawyer has defined and confirmed its permitted scope. |
| Lawyer | Perform the substantive analysis and decisions. Independently check any permitted supporting work and approve the exact output for its intended use. |
Checklist
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.