Natalie EvansLarry Fine

An FTC proposed rule seeks to clarify when a transaction is exempt from pre-merger notification under the Hart-Scott-Rodino Act because the entity involved is foreign. Tucker Ellis attorneys explain the change centers on the determination of an entity’s “principal offices,” decided by the primary location of its executives and assets.

An FTC proposed rule seeks to clarify when a transaction is exempt from pre-merger notification under the Hart-Scott-Rodino Act because the entity involved is foreign. Tucker Ellis attorneys explain the change centers on the determination of an entity’s “principal offices,” decided by the primary location of its executives and assets.

Faced with an immovable financial reporting deadline, two Japanese companies, Canon Inc. and Toshiba Corp. ), structured the $6.1 billion sale of a wholly owned Toshiba subsidiary (TMSC) to Canon to avoid pre-merger notification and waiting-period requirements. The Federal Trade Commission challenged the transaction as violating the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), and demanded the maximum penalty of more than $6 million from each party.