The Hart-Scott-Rodino (HSR) Act continues to shape the mergers and acquisitions (M&A) landscape, with recent developments introducing new complexities for businesses. The new HSR rules, which went into effect on February 10, 2025, require significantly more information, data, and documents, including written descriptions of transaction rationales and competitive overlaps. As companies adapt to these changes, understanding the practical implications of the HSR rules is crucial for successful deal execution.

Members of McDermott Will & Schulte’s Antitrust Group provided an in-depth examination of the current HSR filing regime and its impact on M&A transactions.

Discussion topics included:

• High-level discussion of the material changes
• How the changes can impact HSR positioning and timing based on the profile of the deal
• Scope of data and documents that must be submitted with the HSR filing
• The impact of transaction structures on reporting requirements
• Changes in approach and “market” terms for purchase agreement provisions
• Emerging state “Mini-HSR” laws and their implications