Screen an acquisition against the statutory HSR exemptions
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the acquisition papers, record which of the statutory descriptions the file uses: ordinary-course goods or realty; non-voting obligations; an issuer of which the acquiring person already owns at least 50 percent of the voting securities; a transfer to or from a federal agency or a state or political subdivision; a transaction the file describes as exempted by a federal statute; a bank-regulator approval of the kinds named in the section; an investment acquisition that does not exceed 10 percent of the outstanding voting securities; an acquisition that does not increase the acquiring person's percentage; or an investment acquisition by a bank, trust company, investment company, or insurance company of the kinds named in the section. Do not decide that an exemption applies.
- What the lawyer must review
- The lawyer decides whether 15 USC 18a(c) exempts the acquisition from the filing and waiting-period requirements. The opened text exempts acquisitions of goods or realty transferred in the ordinary course of business; acquisitions of bonds, mortgages, deeds of trust, or other obligations which are not voting securities; acquisitions of voting securities of an issuer at least 50 percent of whose voting securities are owned by the acquiring person before the acquisition; transfers to or from a federal agency or a state or political subdivision; transactions specifically exempted from the antitrust laws by federal statute; transactions specifically exempted from the antitrust laws by federal statute if approved by a federal agency, if copies of all information and documentary material filed with that agency are contemporaneously filed with the FTC and the Assistant Attorney General; the bank and holding-company transactions described in paragraphs (c)(7) and (c)(8), on the conditions those paragraphs state; acquisitions, solely for investment, of voting securities if as a result the securities acquired or held do not exceed 10 percent of the outstanding voting securities of the issuer; acquisitions of voting securities if as a result the voting securities acquired do not increase, directly or indirectly, the acquiring person's percentage share of outstanding voting securities of the issuer; and acquisitions, solely for investment, by a bank, banking association, trust company, investment company, or insurance company, of voting securities under a plan of reorganization or dissolution, or of assets in the ordinary course of its business. Paragraph (c)(12) covers such other acquisitions as may be exempted under subsection (d)(2)(B). The rules making those further exemptions were not opened. The FTC program page states that parties to certain proposed transactions must submit premerger notification and may not close until the waiting period has passed or early termination is granted. An exemption is the lawyer's decision.
- 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 | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Review operative clauses in the complete document, including definitions, cross-references, schedules and inconsistencies with the instructions.
- Verify dates, people and sequence against contemporaneous records. Preserve uncertainty and identify gaps or conflicting accounts.
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- 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.