New notification thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), will become effective as of February 22, 2010, for transactions closing after that date. And for the first time since the thresholds were benchmarked to domestic economic indicia, the thresholds will all go down rather than increase as in the past.
The basic "size of transaction" threshold will decrease from $65.2 million in 2009 to $63.4 million in 2010. The "size of person" thresholds will decrease from $13 million and $130.3 million in 2009 to $12.7 million and $126.9 million in 2010. The new 2010 thresholds will remain in effect until replaced sometime in February 2011.
The HSR Act requires that certain acquisitions meeting the statutory criteria must be reported to both the Federal Trade Commission and the Department of Justice prior to consummation of the proposed transaction. Subject to a number of exceptions and exemptions, sales of assets and voting securities worth over $253.7 million (under the new thresholds), and sales of assets and voting securities in excess of the basic "size of transaction" threshold where the "size of parties" thresholds are also met, are reportable transactions.
On January 30, Michael Rave and Richard Leu will be speaking at Bank Director's annual conference, Acquire or Be Acquired, in Phoenix, Arizona.
On September 21, Scott Beach spoke on the Family Office Panel at the ACG New England Fall Conference at Mohegan Sun.
On June 17, David Swerdloff and Lane Watson will speak at the Exit Planning Exchange (XPX Connecticut) conference, on "Legal Documents - What are they and what do they mean?" in Norwalk, Connecticut. At the conference, Swerdloff and Watson will discuss in business terms what sellers of businesses can expect to find in their legal documents. Topics will include when to engage attorneys, letters of intent and purchase and sale agreements. Swerdloff organized the meeting as Program Chair of XPX Connecticut.
On June 7, R. Scott Beach spoke on a panel at a breakfast held by Private Asset Management at The Lambs Club in New York. The panel discussed planning a successful succession in private wealth management firms. Some of the topics they discussed included when a private wealth manager should start considering the succession options available to them; why the issue is often overlooked, and creating a culture to change this; options for private wealth managers such as in-house mentoring, selling a business, or passing it over to a new generation; the pitfalls and potential risks associated with merging or selling to another firm; and who to entrust with your book of business, and retaining client trust throughout the process.
Jonathan Hander wrote an article, "Update on Recent Developments in Earn-out Law," for Bloomberg Law's Mergers & Acquisitions Law Report. The article explores how the increasing use of "earn-outs" in M&A transactions has led to a significant volume of litigation and then discusses several notable new appellate decisions in earn-out disputes.
Barbara Freedman Wand was quoted in the article "Banks Explore Multiple Avenues For Community Investment," in The Commercial Record.
Eliza Fromberg was quoted in an article, "Equity Crowdfunding Tops $10M Since SEC Rules Took Effect," in Law360.
Eliza Fromberg was quoted in an article, "SEC Boosts Intrastate Crowdfunding, But Hurdles Remain," in Law360. In the article, Fromberg discusses the U.S. Securities and Exchange Commission’s adoption of amendments to the intrastate offering exemption.
Day Pitney Press Release
Day Pitney Press Release