Mergers between companies can get complicated. First, there are potential regulatory issues, at both the state and federal level. These regulatory issues can involve multiple agencies and be quite complex, requiring the use of lawyers specializing in such issues. This, of course, can drive expenses up considerably. Further, there are potential issues arising from differences between the companies merging, including differences in corporate culture. All of these issues require consideration, and many companies, especially companies engaging in their first merger, might not even be aware of what the potential issues are.
Regulatory Issues Often are the First and Most Significant Hurdle in a Merger
Under federal law, the Federal Trade Commission or the Department of Justice, depending upon the industry involved in the merger, must be notified of the merger if three tests are met. These tests are required under the Hart-Scott-Rodino Act, or HSR, the antitrust law that governs mergers. The most important test under HSR regulations is the size of the merger. Depending on if the merger breaks a value threshold, then the federal government may need to be notified. If your merger is large enough to require reporting under the antitrust laws, you must make an initial filing of certain documents known as a 4(c) filing, referring to the section of the HSR Act that requires the filing.