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On December 1, 2016, Parker Hannifin Corporation and CLARCOR Inc. announced that the companies have entered into a definitive agreement under which Parker will acquire CLARCOR for approximately $4.3 billion in cash, including the assumption of net debt. The transaction has been unanimously approved by the board of directors of each company. Upon closing of the transaction, expected to be completed by or during the first quarter of Parker’s fiscal year 2018, CLARCOR will be combined with Parker’s Filtration Group to form a leading and diverse global filtration business. Bass, Berry & Sims has served CLARCOR as primary corporate and securities counsel for 10 years and served as lead counsel on this transaction. Read more here.

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Securities Law Exchange BlogSecurities Law Exchange blog offers insight on the latest legal and regulatory developments affecting publicly traded companies. It focuses on a wide variety of topics including regulation and reporting updates, public company advisory topics, IPO readiness and exchange updates including IPO announcements, M&A trends and deal news.

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Comcast CEO Fined $500,000 for Failure to File HSR on Acquisition of Comcast Stock

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December 28, 2011

The Department of Justice Antitrust Division has settled its claims that Brian L. Roberts, the chief executive officer of Comcast Corp., violated the notification filing requirements of the Hart-Scott-Rodino ("HSR") Act by acquiring Comcast voting stock without first filing notification with the federal antitrust regulators. Roberts has agreed to pay a civil penalty of $500,000.

The HSR Act sets notification and waiting period requirements that must be observed by individuals and companies based on the size of their holdings before they consummate acquisitions resulting in holding voting stock or assets above a certain value (currently, $66 million). Violations of the HSR Act can result in civil penalties in lawsuits brought in federal courts by the Department of Justice. For a party that violated the HSR Act before Feb. 10, 2009, the maximum civil penalty is $11,000 a day for each day the party is in violation of the Act; for violations of the HSR Act on or after Feb. 10, 2009, the maximum civil penalty is $16,000 a day.

In 2002, Roberts filed an HSR notification regarding his acquisition of Comcast voting stock from a merger between Comcast and AT&T Corp. Under the HSR rules, Roberts could acquire additional Comcast stock for up to five years without having to file another HSR notification, unless he acquired enough stock to cross a higher notification threshold. After the five year exemption period expired, Roberts acquired additional Comcast stock on multiple occasions as part of his compensation package, without making any HSR filings. In August 2009, Roberts made a corrective filing with the Premerger Notification Office disclosing his recent failures to make HSR filings. Roberts faced potential penalties of approximately $8 million.

This was not Roberts' first failure to make required HSR filings, a factor which likely led to the substantial penalty. Roberts had twice before made corrective filings, conceding that he had made acquisitions that were reportable under the HSR Act but claiming he inadvertently failed to file notification under the HSR Act. For both previous transactions, federal antitrust enforcers opted not to seek civil penalties.

What’s Next?

This substantial civil penalty illustrates that premerger notification rules can ensnare executives with a significant stake in their companies who acquire voting stock as part of their compensation. The rules cover acquisitions of voting stock by executives as a result of grants of restricted stock, the exercise or vesting of options, warrants or similar securities, and purchases in the open market or pursuant to dividend reinvestment plans or employee stock purchase plans. Moreover, the Department of Justice is unlikely to be sympathetic to repeat violators of the HSR Act. Executives should assess whether their acquisitions of voting stock as compensation are subject to HSR notification requirements. In addition, executives and their companies should ensure that compliance programs are in place to assure that acquirers will be proactive in assessing whether an HSR filing is required for any given transaction.

If you have any questions about this Alert, please contact any of the attorneys in our Antitrust and Trade Practices group.


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