Federal Trade Commission Walks Back Prior HSR Interpretation That Appointment Of A Board Observer Is Not Inconsistent With Passive Intent

Under the Hart-Scott-Rodino Act (the “HSR Act”), parties to a transaction are required to file information about a proposed acquisition with the Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (“DOJ”) if the value of the transaction exceeds certain dollar thresholds and no exemptions apply.