The Hart-Scott-Rodino Act (HSR) is a federal law passed in 1976 in the United States. The law requires companies to notify the Federal Trade Commission (FTC) and the Department of Justice (DOJ) before a proposed merger or acquisition that meets certain financial thresholds. Our rule is designed to monitor when a pre-merger notification is likely to be required.
Required Properties to add HSR onto SD
Section 12(d)(1)(A)(i) of the Investment Company Act of 1940 in the United States generally restricts investment companies from purchasing more than 3% of another investment company's voting securities. Our rule is designed to monitor exposure to investment companies, predominantly ETFs, which are the primary point of risk for many of our clients.
Required Properties to add 12D onto SD
Section 1445 of the US Internal Revenue Code (FIRPTA) treats interests in US real property and certain domestic corporations as US real property interests (USRPIs). The buyer may be required to deduct and withhold a tax equal to 15% of the amount realised on the disposition if they are a domestic corporation or 21% if they are a foreign corporation. There are exceptions for stock regularly traded on ‘established securities markets’ which are only treated as a USRPI if 5% or more of the stock is held. The exception for purchases of Real Estate Investment Trusts (REITs) is extended to 10%. This rule set monitors for these exceptions.