March 13, 2020

HSR Filings in Light of COVID-19

UPDATE: The FTC has announced that effective Monday, March 30, it would resume processing requests for early termination, albeit on a limited basis (“… in fewer cases, and more slowly, than under normal circumstances”). The FTC noted that it will continue to monitor its workload and the current environment, and may modify or rescind this policy in the future.

In light of the coronavirus pandemic, today, the Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (“DOJ,” and collectively the “Antitrust Agencies”) announced modified procedures related to Hart-Scott-Rodino (“HSR”) filings. Under the HSR regime, transactions that meet certain thresholds require notification to the Antitrust Agencies, and are subject to waiting periods during which the parties cannot close.

According to today’s announcement, no HSR filings will be accepted on Monday, March 16, 2020. The Antitrust Agencies will resume acceptance of HSR filings on Tuesday, March 17, 2020, albeit in an electronic-only format. Importantly, during this time, the Antitrust Agencies have stated that they will NOT issue any grants of early termination. Thus parties will need to wait the full waiting period, which, for most transactions, is 30 calendar days.

In addition, staff at both Antitrust Agencies are teleworking. While any HSR filings that have already been made are technically still eligible for early termination, we believe the likelihood of such grants is now lower. We will continue to monitor this evolving situation and update you as/when we learn more.

Please contact any members of the Antitrust & Competition Team if you have any questions and visit Goodwin’s Coronavirus Knowledge Center, where lawyers from across Goodwin are issuing new guidance and insights to help clients fully understand and assess the ramifications of COVID-19 and navigate the potential effects of the outbreak on their businesses.