Series 79 practice questionhardLegal due diligence – Hart-Scott-Rodino (HSR) filing
In a $250 million U.S. M&A transaction, under what circumstances is an HSR filing NOT required?
- APassive purchase of ≤10% of voting stock✓ Correct answer
- BIf both parties are U.S. entities
- CIf the purchase price is paid entirely in stock
- DIf the buyer is a foreign entity
Explanation
Why A — Passive purchase of ≤10% of voting stock
HSR exemptions include transactions solely for passive investment with no control; otherwise, size triggers apply regardless of consideration type or parties’ nationality. Paying in stock or having U.S. parties does not exempt the deal.
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