Changes to the Hart-Scott-Rodino Act Rules Affecting Acquisitions Involving Partnerships, LLCs and Other Unincorporated Entities

March 9, 2005 Advisory

In a long-anticipated move, the Federal Trade Commission (the "FTC") on March 8, 2005 published important revisions to the premerger notification rules applicable to acquisitions of interests in partnerships and other unincorporated entities, such as limited liability companies ("LLCs"), under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the "HSR Act"). The amendments to the rules, which will take effect on April 7, 2005, are intended to narrow the existing "partnership loophole" and allow the federal antitrust authorities to treat corporations and unincorporated entities more uniformly.