Members of Polsinelli’s Securities & Corporate Finance practice regularly advise public companies on all types of M&A transactions, ranging from small tack-on acquisitions to mergers of equals to multi-billion dollar public company exits and other “going private” transactions. Our strategic transaction experience also includes representations of NYSE and Nasdaq listed companies on complex internal restructurings and reorganizations, including carve-out transactions, subsidiary divestitures, tax-free spin-offs and other significant realignment efforts, and advising on proxy contests and exploration and implementation of anti-takeover defenses.

We regularly work on these critical matters with in-house personnel and other experts engaged by our clients, including investment bankers, accounting and valuation firms, proxy solicitors and strategic communications advisers to provide high-caliber, integrated transactional advice. In addition, our public company lawyers collaborate with industry and subject matter experts within the firm on each strategic transaction, teaming to provide clients with a full suite of advice on antitrust, employee benefits, IP, leveraged finance, litigation and other legal advice relevant to the deal or situation at hand. By understanding the economic underpinnings and business imperatives for each client and each transaction, our team strives to enhance the value to our public company clients and their stockholders of each strategic engagement on which we advise.

Related Capabilities
Securities & Corporate FinanceMergers, Acquisitions & Divestitures
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Annual Adjustment of HSR Thresholds Comes at a Time of Uncertainty
There is a lot of uncertainty in the Hart-Scott-Rodino Act (HSR) world. The new rules on what must be included in an HSR filing have been issued and are due to take effect on February 10, 2025, but that could be derailed or delayed. Either the new administration could issue a freeze on federal regulations that have not yet gone into effect, or implementation could be delayed by a recently filed lawsuit alleging that the new rules exceed the statutory authority of the Federal Trade Commission (FTC). But one bit of certainty in this uncertain landscape is the new HSR thresholds that are released every year around this time. The HSR requires that transactions over a certain value be reported at least
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It’s That Time of Year: Announcement of the New Hart-Scott-Rodino Antitrust Filing Thresholds
The Hart-Scott-Rodino Act (“HSR”) requires that transactions over a certain value be reported at least 30 days prior to closing to the Federal Trade Commission (“FTC”) and U.S. Department of Justice Antitrust Division (“DOJ,” collectively, the “Agencies”). The FTC adjusts the HSR reporting thresholds annually based on the change in gross national product. The new threshold to keep in mind for transactions is $119.5 million (which is up from $111.4 million in 2023). There are additional considerations when acquiring or selling voting securities, non-corporate interests in a business (such as interests in an LLC or partnership), or assets valued over $119.5 million. When determining whether an HSR filing is necessary, the following questions must be considered: What is the value of the
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