Mergers & Acquisitions

New Hart-Scott-Rodino (HSR) reporting requirements took effect September 25, 2019. The Federal Trade Commission (FTC) recently made changes to the HSR form. Retail clients exploring a merger or acquisition should be aware that the FTC requires updated codes for Item 5 of the HSR form. Clients will need to provide 6-digit North American Industry Classification System (NAICS) codes and 10-digit North American Product Classification System (NAPCS) codes when reporting manufacturing revenues. The FTC will require 2017 NAICS codes for reporting non-manufacturing revenues.
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Historically, foreign investors in U.S. retailers have not considered as a potential impediment to raising capital or M&A activity the clearance of such transactions under the foreign investment regulations administered by the Committee on Foreign Investment in the United States (CFIUS or the Committee). Recent actions by CFIUS, however, suggest that foreign investment in any U.S. company, including retailers, that collects sensitive personal data of U.S. citizens is at potential risk of CFIUS review and remedial action, particularly where the transaction involves Chinese investors.
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On March 4, the FTC published the revised Hart-Scott-Rodino (“HSR”) thresholds in the Federal Register. Retail (or other) companies contemplating mergers or acquisitions need to be aware of the new thresholds. Companies may need to file with the Federal Trade Commission and Department of Justice if the value of the deal exceeds $90 million. The revised thresholds will apply to all transactions closed on or after April 3, 2019.
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On January 17, 2019, Hunton Andrews Kurth’s retail industry team, composed of more than 200 lawyers across practices, released their annual Retail Industry Year in Review publication.
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In a video roundtable series, Hunton & Williams LLP partners Lisa J. Sotto and Steven M. Haas and special counsel Allen C. Goolsby, along with Stroz Friedberg’s co-president Eric M. Friedberg and Lee Pacchia of Mimesis Law, discuss the special consideration that should be given to privacy and cybersecurity risks in corporate transactions. This blog post contains links to the first two segments of the videos.
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Liberty Interactive Corporation, owner of the QVC network, has announced plans to acquire HSN in a 2.1 billion dollar deal. Liberty Interactive currently owns 38.2 percent of HSN, and hopes to acquire the remaining 61.8 percent in an all-stock transaction.
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