Estate and Wealth Planning Must Consider the Hart Scott Rodino Act

Common estate planning and other T&E, tax, private wealth, or ERISA planning steps can inadvertently trigger Hart-Scott-Rodino (“HSR”) filings. HSR isn’t just for big M&A. It’s a timing/notice statute with strict penalties—so early issue-spotting is critical. HSR focuses on acquisitions of voting securities, non-corporate interests, or assets, not just mergers. Two thresholds if exceeded may trigger filing: size (current size-of-transaction threshold) and control (who has present power). Parties who miss filings face penalties of over $53,000 day, per filer.  Exemptions exist and these will be reviewed. Because the penalties can be significant practitioners in all disciplines should be alert to the possible triggering events in any large transaction. If there is any possibility of triggering HSR an appropriate expert should be hired to determine if filing can be avoided, and if not what should be done. Section 7A of the Clayton Act, 15 U.S.C. 18a requires persons contemplating certain mergers or acquisitions to give the Commission advance notice and to wait certain designated periods before consummation of such plans. The basic HSR rules and requirements will be explained in broad terms and common transactions that may trigger HSR filings will be discussed. What rules may apply to funding a GRAT or paying GRAT annuities? This program will be a practical “how to” course for estate planners, corporate attorneys, CPAs evaluating mergers and other transactions and all non-FTC experts. Some ancillary consequences will also be considered.

Speakers: Robin Crauthers, Esq.  of McCarter & English, and Martin Shenkman, Esq.

*This may constitute attorney advertising.

* No CPE, CLE, etc. is offered but a certificate of attendance will be provided.