Antitrust Coordination and Hart-Scott-Rodino (HSR)
Chapters in this video
- 0:00 The M&A club bouncers: FTC and DOJ Antitrust Division
- 0:44 Passing the threshold test: three-tier HSR structure
- 1:55 The waiting game: calendar days and cash tender shortcuts
- 3:35 Second Request: the substantive investigation trigger
- 4:25 Fees and brutal penalties: acquirer pays, per-day compounding
- 5:32 Antitrust versus national security: CFIUS as separate track
- 6:35 Rapid-fire exam recap
What this video covers
- The three-tier HSR threshold structure: size-of-transaction floor, middle-band size-of-person test, and upper threshold where size-of-person is waived
- Why the exam tests the structure of indexed thresholds, not memorized dollar figures, and how gross national product (GNP) indexing works
- The 30-calendar-day waiting period for negotiated mergers versus the 15-calendar-day shortcut for cash tender offers and bankruptcy Section 363 sales
- How a Second Request freezes the waiting period and why substantive compliance can take months and millions in document review
- Who bears the statutory filing fee obligation (the acquirer) and how per-day civil penalties compound for failure to file
- The complete separation of HSR antitrust review from CFIUS national-security review, and when a single deal can trigger both
- The Series 79 exam distinction between the investment banker's role (flagging regulatory risk early) and legal counsel's role (executing the actual filings)
Read the full lesson, free
This video's complete written lesson is free to read in the CertFuel app, no signup wall. The complete Series 79 course also includes adaptive practice questions and spaced-repetition flashcards.