Topics

Key Concepts
Hart-Scott-Rodino
M&A Integration Planning:

  • Information Sharing
  • Common Issues
  • Practical Tips
  • Exercising Discipline

Key Concepts

  • The merging companies: Continue to act as independent competitors until closing
  • May jointly plan for Day 1 integration, but may not implement the integration
  • Must take care in exchanging competitively sensitive information

Appearances matter, not just substance.

Hart-Scott-Rodino Act

  • Parties must notify the FTC and DOJ and observe a 30-day waiting period before consummating the transaction

    • Applies to transactions involving securities or assets exceeding a certain minimum value and parties exceeding certain minimum sizes

  • Prohibits transfer of beneficial ownership or control before applicable waiting period expires

    • Acquiring party must not direct ordinary course of business decisions of the acquired entity
    • Must not influence prices to be charged, decide whether to sell to particular customers, develop budgets, or purchase/dispose of assets

M&A Integration Planning

  • Joint integration planning is permitted

    • Goal is to be ready to capture efficiencies on Day 1
    • Clear distinction between "planning" and "implementation"

  • Should be extremely organized and prioritized

    • Always ask: (1) Why is this necessary? (2) Why now?
    • Planning for certain functional areas (e.g., information technology, human resources) ordinarily do not raise significant antitrust concerns
    • Planning with respect to competitively sensitive activities should be deferred until absolutely necessary to be ready for Day 1...

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