HSR Act

This test evaluates the total value of the voting securities, non-corporate interests, or assets being acquired. In many cases, a filing is only required if one party has total assets or annual net sales exceeding a specific high threshold, while the other party meets a lower minimum threshold. SJKP LLP performs a clinical audit of the deal value to ensure accurate threshold mapping.

Certain transactions, such as those involving foreign assets or specific types of investment-only acquisitions, may qualify for exemptions. We identify these jurisdictional safe harbors early in the due diligence phase to determine if a filing can be legitimately avoided, protecting the transaction from unnecessary regulatory delay.

Parties must maintain the target business as a truly independent entity until the waiting period expires. We implement the protocols necessary to prevent the premature exercise of beneficial ownership, ensuring that management does not trigger an involuntary gun jumping investigation.

The transfer of competitively sensitive information that could influence market behavior before the deal is cleared is a primary enforcement priority. SJKP LLP establishes clean room procedures to facilitate necessary due diligence without violating antitrust transparency mandates.

While parties can request Early Termination (ET) to close before the 30-day period ends, such grants have become increasingly rare in the current enforcement climate. We manage your closing expectations by evaluating the current federal stance on ET within your specific industry.

A Second Request is a massive civil investigative demand, requiring the production of millions of emails, data sets, and internal memoranda. Our firm manages the logistical complexity of this production, ensuring that the response is technically compliant while protecting privileged communications.

The agencies utilize the Second Request to gain leverage, often requiring extensive negotiations over the custodian list and search terms. We provide the aggressive advocacy needed to limit the scope of the request and reach the substantial compliance milestone as efficiently as possible.

We utilize a defensive structuring approach, identifying potential antitrust concerns early to prepare the narrative before the regulators issue their demand. This predictive analysis is essential for mitigating the impact of an extended merger review.

We perform a clinical review of all deal files to identify problematic language regarding market dominance or competitor elimination. This forensic audit is critical for preventing the submission of documents that could alert regulators to potential anticompetitive intent.

It is essential to train the deal team early on how to communicate about the transaction without creating an involuntary record of antitrust concern. SJKP LLP provides the professional guidance needed to ensure that internal correspondence reflects the pro-competitive nature of the deal.

This category includes Confidential Information Memoranda and third-party consultant reports. Ensuring the technical accuracy and completeness of these submissions is critical for avoiding a bounce of the HSR filing, which can restart the waiting period.

We determine the optimal order for filing to manage the flow of information between disparate regulators. This ensures that the global closing timeline remains viable and that the enterprise satisfies all jurisdictional triggers simultaneously.

Ensuring that the competitive analysis provided to the DOJ is consistent with the data submitted to international authorities is a primary jurisdictional priority. We harmonize these disclosures to prevent evidentiary contradictions that could be exploited by regulators.

If regulators identify a localized antitrust issue, we negotiate remedy packages that protect the primary value of the deal while satisfying the government's mandate for competition. This strategic negotiation is the final step in securing Antitrust Clearance.