The US DoJ and FTC announce HSR rule changes that would increase burdens, especially for asset managers and private equity

Key Takeaways Proposed HSR rule changes would require an acquiring fund to aggregate its holdings with those of its broader fund family. This will substantially increase the number of transactions subject to HSR reporting requirements, especially for asset managers and private equity funds. The preparation of HSR filings would also be more complex and time-consuming, potentially making it more costly to close transactions. A new “de minimis” exemption for acquisitions that do not exceed 10% of an issuer’s equity would allow minority investors to participate in active corporate governance of the issuer, unlike the current “Investment Only” and “Institutional Investor” exemptions. However, the de minimis exemption would not be available if the acquiring firm or any of its associates is a

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Craig G. Falls, James A. Fishkin, Berverly J. Ang, Jill A. Ross, Thomas J. Miller, The US DoJ and FTC announce HSR rule changes that would increase burdens, especially for asset managers and private equity, 21 September 2020, e-Competitions September 2020, Art. N° 97091

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