Hart-Scott-Rodino (HSR) Modernization

MFA encourages policymakers to abandon an overly restrictive interpretation of the Hart-Scott-Rodino Antitrust Improvements Act (HSR). The effect of this interpretation has been to discourage appropriate engagement between investors and public company boards and management. For years, MFA Members relied on the “investment-only” exemption to the HSR filing requirements. Without any formal change in its rules, the FTC has taken a much narrower reading of the Exemption than in the past. This restrictive interpretation has chilled ordinary-course communications between shareholders and management of issuers and creates policy tensions with the federal securities laws’ policy of encouraging investors to engage with issuers. MFA urges policymakers to adopt a broader and updated interpretation of the exemption with a new de minimis exemption to reduce HSR filing burdens.