The safe harbor provisions of the merger statutes are designed to encourage voluntary compliance with the statutes by providing a "safe harbor" from liability for certain types of conduct. The safe harbor provisions do not preempt the application of the antitrust laws to conduct that falls outside the safe harbor.
The safe harbor for merger activity is found in Section 7A of the Clayton Act, 15 U.S.C. 18a. Section 7A was added to the Clayton Act by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pub. L. 94-435, 90 Stat. 1383 (the "HSR Act"). The safe harbor provision in Section 7A of the Clayton Act applies to "any person engaged in the business of effecting securities transactions" who effect a merger or acquisition subject to the notification requirements of the HSR Act.
To qualify for the safe harbor, the person must:
(1)File the required notification and report forms with the FTC and the DOJ;
(2) Comply with the waiting period requirements of the HSR Act; and
(3) Comply with the other requirements of the HSR Act, including the requirements relating to the divestiture of assets.
If these conditions are met, the person will be immune from liability under the antitrust laws for any conduct that was necessary to effect the merger or acquisition.
What is an example of safe harbor?
A safe harbor is a legal provision that limits or eliminates liability in certain circumstances. For example, a company might be immune from liability if it can show that it took reasonable steps to prevent a data breach. Safe harbor provisions are often found in statutes and regulations. Are safe harbors voluntary? The answer to this question is complicated and depends on the particular facts and circumstances of each case. In general, however, safe harbors are voluntary and may be negotiated by the parties to a merger or acquisition.
Does safe harbor still exist?
Yes, safe harbor still exists. The safe harbor provision under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) allows parties to engage in certain types of transactions without filing notification with the Federal Trade Commission (FTC) and the Department of Justice (DOJ). In order for a transaction to qualify for safe harbor, the parties must meet all of the following conditions:
1. The transaction must not be consummated for a period of at least 30 days after the date on which all required notification filings have been made.
2. The transaction must be structured so that it qualifies as a "forward merger" under the HSR Act. This means that the transaction must result in the acquisition of all of the voting securities of the target company by the acquiring company.
3. The notification filings must be complete and accurate, and the waiting period must not have been terminated or extended by the FTC or DOJ.
4. The transaction must not involve any of the following types of companies:
a. A company that is subject to the jurisdiction of the Federal Communications Commission;
b. A company engaged in interstate commerce that is subject to the jurisdiction of the Surface Transportation Board;
c. A company engaged in air transportation that is subject to the jurisdiction of the Department of Transportation; or
d. A company engaged in interstate banking that is subject to the jurisdiction of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, or the Federal Deposit Insurance Corporation. What's another word for safe harbor? There is no one-word answer to this question, as the term "safe harbor" is used to describe a legal protection from liability. However, there are a few terms that could be used to describe a similar concept, such as " refuge," "sanctuary," or "haven." Is Safe Harbor buying Hinckley? According to sources close to the matter, Safe Harbor is in talks to acquire Hinckley, a leading manufacturer of yachts and other luxury boats. The deal, which is still in the early stages, would see Safe Harbor paying $500 million for Hinckley.
If the deal goes through, it would be the latest in a string of acquisitions by Safe Harbor, which has been on a buying spree in recent years. In 2016, the company acquired Duffy Electric Boat Company, and in 2017 it bought out The Boston Whaler Company.