Antitrust Law Daily Wrap Up, ANTITRUST NEWS: Holding company agrees to pay civil penalty over alleged Hart-Scott-Rodino Act violations, (Jun 20, 2013)

By Tobias J. Gillett, J.D., LL.M.

MacAndrews & Forbes Holdings Inc. has agreed to settle FTC and Department of Justice Antitrust Division charges that it failed to comply with the premerger notification requirements of the Hart-Scott-Rodino (HSR) Act of 1976 when it acquired voting securities of Scientific Games Corporation, the Antitrust Division announced today. If approved by the court, the settlement will impose a $720,000 civil penalty on the holding company.

The government filed a civil antitrust complaint today in the federal district court in Washington, D.C. against MacAndrews & Forbes Holdings, a New York-based holding company wholly-owned by Ronald O. Perelman, together with the proposed settlement of the charges. According to the complaint, MacAndrews & Forbes’ July 2012 acquisition of voting securities in Scientific Games, a New York-based provider of lottery and gaming services, caused its holdings in the company to exceed the $68.2 million HSR Act reporting threshold then in effect. The acquisitions allegedly fell outside of a five-year exemption for certain stock acquisitions relating to a previous HSR Act notification.

The HSR Act imposes notification and waiting period requirements on individuals and companies over a certain size before they consummate acquisitions resulting in holding stock or assets above a certain value, which was $68.2 million in 2012 and is currently $70.9 million. A civil penalty of up to $16,000 a day may be assessed for premerger notification violations under the HSR Act in actions.

Companies: MacAndrews & Forbes Holdings Inc.; Scientific Games Corp.

News: Antitrust AntitrustDivisionNews