If you have engaged in any equity or asset transaction, merger or other form of a consolidation or joint venture, you may already be familiar with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and its accompanying rules found in 16 CFR 801-803. The Act and the rules require certain acquirers and targets (and the persons who control them) to file a detailed notice with the Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”) prior to completing the transaction or risk facing substantial penalties or fines. The HSR rules are complex and nuanced, and determining whether an HSR filing may be required is a very fact specific process focusing on the underlying transaction, the parties to it and their ultimate parent entities. Under the HSR Act, certain transactions, which exceed the minimum size of transaction thresh-old (currently $92 million), may trigger a filing requirement if the parties to the transaction otherwise meet the applicable size of person test and no other exemptions apply. (See Key Updates: New, Lower HSR Notification Thresholds for current thresholds.) For larger transactions, i.e., those currently valued at greater than $368 million, the size of person test does not apply. If an HSR filing is required, the parties to the transaction must wait until the expiration of the waiting period (30 days) before they may proceed with the closing on the sale.