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Hsr Filing

Prepare HSR Premerger Filings in Minutes, Not Hours

14 minutes with CaseMark

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Hsr Filing

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Hsr Filing

Overview

CaseMark's HSR Filing skill automates the preparation of Hart-Scott-Rodino premerger notification filings required for FTC/DOJ antitrust review under 15 U.S.C. § 18a. From threshold verification and NAICS revenue mapping to Item 4(c)/(d) document indexing and competitive overlap analysis, the AI assembles a complete, submission-ready filing package. Attorneys retain full control over final review and certification while saving dozens of hours on the most labor-intensive components of HSR compliance.

Preparing an HSR premerger notification filing is one of the most document-intensive tasks in M&A practice. Teams must manually verify inflation-adjusted thresholds, map revenues to six-digit NAICS codes, identify and privilege-review dozens of Item 4(c)/(d) responsive documents, and compile prior acquisitions histories — all under tight deal timelines where filing delays can jeopardize closing schedules.

CaseMark automates the heavy lifting of HSR filing preparation by ingesting transaction documents, financial statements, and corporate records to produce a structured, submission-ready filing package. The AI handles threshold calculations, NAICS revenue breakdowns, competitive overlap mapping, and Item 4 document indexing, freeing antitrust counsel to focus on strategic analysis and client advising rather than manual document assembly.

How it works

  1. 1. Upload transaction documents, financial statements, corporate structure charts, and board materials

  2. 2. AI analyzes HSR thresholds, identifies parties, maps NAICS codes, and flags competitive overlaps

  3. 3. Review the generated filing components including threshold memo, revenue breakdowns, and Item 4 document index

  4. 4. Export the complete filing package in your preferred format (DOCX, PDF) for FTC/DOJ electronic submission

What you get

  • Threshold Analysis Memorandum

  • Party Identification & Control Chain Summary

  • NAICS Revenue Breakdown Tables

  • Item 4(c)/(d) Document Index & Privilege Log

  • Competitive Overlap Analysis

  • Prior Acquisitions Disclosure Schedule

  • Complete Filing Assembly Checklist

What it handles

  • Automated HSR threshold analysis with inflation-adjusted size-of-transaction and size-of-person verification

  • NAICS six-digit revenue breakdown generation for both acquiring and acquired persons

  • Item 4(c) and 4(d) document identification, collection tracking, and privilege review

  • Competitive overlap analysis mapping horizontal and vertical relationships between parties

  • Prior acquisitions disclosure covering the acquiring person's 10-year acquisition history

  • Complete filing assembly with exemption screening under 16 C.F.R. Part 802

Required documents

  • Transaction Documents

    Definitive agreement, exhibits, schedules, and any amendments governing the transaction

    .pdf, .docx

  • Financial Statements & SEC Filings

    Most recent fiscal year financial statements, 10-K, 10-Q, 8-K, or audited financials for private entities

    .pdf, .docx, .xlsx

  • Corporate Structure Charts

    Organizational charts showing ultimate parent entities and full control chains for both acquiring and acquired persons

    .pdf, .docx, .pptx

Supporting documents

  • Board & Management Materials

    Board presentations, management memos, and studies evaluating the transaction for Item 4(c)/(d) review

    .pdf, .docx, .pptx

  • Prior Acquisitions Records

    List or records of all acquisitions by the acquiring person over the past 10 years

    .pdf, .docx, .xlsx

  • Proxy Statements

    Proxy statements or similar shareholder materials relevant to the transaction or party identification

    .pdf, .docx

Why teams use it

Reduce HSR filing preparation time from days to hours with automated threshold analysis, NAICS mapping, and document indexing

Minimize the risk of incomplete or inaccurate filings by systematically screening exemptions and validating party identification chains

Accelerate Item 4(c)/(d) document collection with AI-powered identification and privilege flagging across uploaded board and deal materials

Maintain a clear audit trail with organized filing checklists, competitive overlap memos, and prior acquisitions schedules

Questions

How does CaseMark determine whether my deal meets HSR filing thresholds?

CaseMark analyzes the transaction documents and financial data against the current inflation-adjusted size-of-transaction and size-of-person thresholds under 16 C.F.R. § 801.10. It accounts for cash consideration, non-cash consideration, assumed liabilities, earnouts, and voting security percentage thresholds to produce a comprehensive threshold memorandum.

Can CaseMark handle the NAICS revenue breakdown for both parties?

Yes. CaseMark extracts revenue data from financial statements and SEC filings, then maps each revenue line to the appropriate six-digit NAICS code for both the acquiring and acquired persons. It flags any overlapping NAICS codes that may indicate competitive concerns requiring further analysis.

How does the Item 4(c) and 4(d) document collection work?

CaseMark scans uploaded board materials, management presentations, and deal memos to identify documents that are responsive to Item 4(c) and 4(d) requirements. It generates an organized index with privilege flags so your team can efficiently review, redact, and include the correct documents in the filing.

Does CaseMark check for applicable HSR exemptions?

Absolutely. CaseMark screens your transaction against the exemptions catalogued in 16 C.F.R. Part 802, including ordinary course asset acquisitions, real property exemptions, and investment-only securities holdings. It highlights any potentially applicable exemptions and explains the analysis so counsel can make an informed determination.

Is the output ready for direct electronic submission to the FTC/DOJ?

CaseMark produces a comprehensive, organized filing package that mirrors the structure required for FTC/DOJ electronic submission. While final attorney review and certification are always required before submission, the output dramatically reduces the time needed to assemble and quality-check the filing.

How does CaseMark handle prior acquisitions disclosure?

CaseMark analyzes the uploaded acquisition history and corporate records to compile a complete list of the acquiring person's acquisitions over the past 10 years. It organizes the disclosure by date, target, NAICS overlap, and transaction value to meet HSR reporting requirements.

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