| name | hsr-filing |
| title | HSR Premerger Notification Filing |
| description | Prepares Hart-Scott-Rodino Act premerger notification filings for FTC/DOJ submission under 15 U.S.C. § 18a and 16 C.F.R. Parts 801-803. Covers threshold verification, NAICS revenue breakdowns, Item 4(c)/(d) document collection, competitive overlap analysis, prior acquisitions disclosure, and filing assembly. Use when an M&A deal may meet HSR size thresholds and requires antitrust clearance, premerger notification, or FTC/DOJ merger review. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/hsr-filing |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | antitrust |
| language | en |
HSR Premerger Notification Filing
Assembles a complete Hart-Scott-Rodino filing — threshold analysis through post-filing monitoring — for FTC/DOJ electronic submission.
Prerequisites
Collect before starting:
- Transaction documents — definitive agreement, exhibits, schedules, amendments
- Corporate structure charts — ultimate parent entities for both acquiring and acquired persons
- Financial statements — most recent fiscal year revenues by segment/product line
- SEC filings — 10-K, 10-Q, 8-K, proxy (or audited financials if private)
- Board/management materials — presentations, memos, studies evaluating the deal
- Prior acquisitions list — all acquisitions by acquiring person in the past 10 years
Core Workflow
1. Threshold Analysis
| Test | Requirement | Notes |
|---|
| Size-of-Transaction | Current annual threshold (inflation-adjusted) | Valuation per 16 C.F.R. § 801.10 |
| Size-of-Person | At least one party meets revenue/asset threshold | Verify both parties |
| Exemptions | Check 16 C.F.R. Part 802 | Watch: ordinary course assets, real property, investment-only securities |
Valuation components to document:
- Cash consideration
- FMV of non-cash consideration (stock, etc.)
- Assumed liabilities includable under § 801.10
- Earnout/contingent payment treatment
- Voting security percentage thresholds crossed (25%, 50%, other)
2. Party Identification
Acquiring Person — Ultimate parent entity + full control chain; identify which entities hold acquired assets/securities and whose revenues/prior acquisitions must be reported.
Acquired Person — Scope (entire entity, specific voting securities, or specific assets); ultimate parent entity; if subsidiary/division only, clearly delineate scope.
3. NAICS Revenue Breakdown
Report revenues at six-digit NAICS level for each party (most recent fiscal year, threshold ≥ $1M).
| NAICS Code | Description | Acquiring Revenue | Acquired Revenue | Overlap? |
|---|
|
