FTC takes the initiative with Hart-Scott-Rodino; innovations in the antitrust laws proposed by the commission should streamline its processes
Article Abstract:
The Federal Trade Commission and the Dept of Justice's Antitrust Division have sought in recent months to reduce the costs to business of merger enforcement. On Mar 23 they released a revised model second request with deadlines, improved procedures and an appeal process. On July 21 the FTC proposed five changes in the Hart-Scott-Rodino filing requirements, exempting various transactions. On July 22 it declared that it no longer demands prior approval in consent orders, and administrative litigation will see less use.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1995
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Fraudulent conveyance laws can nullify buyouts; if intentional or constructive fraud is found, a bankruptcy court will void leveraged deals
Article Abstract:
Such high-risk transactions as leveraged buyouts necessitate an independent opinion on the company's capital adequacy, evaluating both the balance-sheet and the cash-flow tests posed by the Bankruptcy Code. These precautions make more difficult any eventual fraudulent conveyance suits should the business later fail. A successful suit under fraudulent conveyance laws, allowed up to six years after the initial transaction, makes secured lenders, sellers, directors, and perhaps their agent liable to unsecured creditors.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1996
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Control-share laws may miss the mark
Article Abstract:
Control-share statutes have not proven effective in derailing corporate takeovers. Though the statutes are designed to limit the voting rights of an acquirer, the acquirer may exercise a rule requiring a special stockholders' meeting in order to approve those voting rights. The target may opt out of the control-share statute but should do so before the takeover bid commences, as the bidder may argue successfully that opting out after the takeover bid impairs the shareholders' franchise.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1992
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- Abstracts: FTC clarifies Hart-Scott-Rodino filings for LLCs; because the rules still favor partnerships, merging parties should plan deals carefully
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