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M & A in the FR

July 23, 2010

As part of the Hart-Scott Rodino (HSR) antitrust legislation signed into law in 1976, companies proposing to enter into certain merger or acquisition transactions are subject to a mandatory waiting period before the deal can close.   The Federal Trade Commission is the agency that holds the hoops through which companies are made to jump under HSR.  It also has the authority to grant companies’ requests to have the waiting period waived, and did so yesterday for two betrothed pharmaceutical companies, Valeant and Biovail.  Both companies filed 8-Ks today sharing the good news.

Not that the FTC’s action was unusual.  Indeed, hundreds of such “early termination” requests are granted each year, as is evidenced by a search of the Federal Register on our Federal Fundamentals page, where these actions are recorded.  Using the text search “granting of request for early termination” Rodino, and limiting to the Federal Register over the last 3 years, we find 48 separate releases– each of which includes dozens if not hundreds of affected companies.

All of which is to make the point that company filings in the EDGAR system are not the only publicly available information source for M & A activity.   Indeed, a large number of the proposed deals mentioned in these Federal Register entries do not end up being disclosed in the SEC filings.  (Our research on the SEC Filings page indicates that about 430 discrete companies have made such disclosures over the last 3 years.)  Yet all those companies mentioned in the Federal Register have, at a minimum, taken major steps toward consummating corporate matrimony.

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