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.