HSR changes scrutinise management relationships, synergy analysis

Author: Danielle Myles | Published: 3 Aug 2011

Starting this month pre-merger notification in the US will become more difficult for funds and will force strategic acquirers to reconsider their approach to synergy and efficiency arguments.

A number of changes to the national merger notification form take effect on August 18. One requires filers to disclose the identity and holdings of their ‘associates’ - a new concept under the Hart-Scott-Rodino (HSR) Act which captures entities under the common management of the acquirer.

The change is aimed at private equity and hedge funds which can consist of numerous funds that are commonly managed, but which need not be disclosed in the HSR form because they are beyond the Act’s definition of control.

Under the new rules, the...