Jonathan Grossman was quoted in a Capital Forum article discussing the past leadership of the FTC’s reminder to the antitrust bar that an HSR filing cannot be made on a hypothetical deal. The FTC's final HSR rule states that under the old regulations, about 10% of filings made based on preliminary agreements, such as a letter of intent (LOI), lacked sufficient information to determine if the acquisition might violate antitrust laws.

“Historically, parties could be incentivized to file under an LOI if facing an especially tight deadline between signing and close, or deals where a relatively short diligence period is expected,” said Jonathan. “Deal parties are expected to file the same documents regardless of whether they file an LOI or definitive agreement.” 

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