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Survey Results: HSR & Executives' Acquisitions from Equity Compensation Plans

Recently, as noted in this Sullivan & Cromwell memo (other memos are posted in the "Antitrust" Practice Area), the DOJ and FTC extracted their first publicized penalty for a corporate executive's failure to make a Hart-Scott-Rodino Act filing before receiving stock of his employer as part of his compensation. As a result, many members have been researching what the typical practice is for HSR filing fees that the corporate executive would have to pay to comply with the HSR filing requirement.

1. Does your company require executives to comply with HSR filing requirements upon acquiring company shares: (Total responses: n=31)
(select only one)

n=12 (38.71%) Yes, and they have been for a while
n=5 (16.13%) Yes, but only recently because of this enforcement action
n=14 (45.16%) No

2. If the answer to #1 above is "yes," who pays the HSR filing fee: (Total responses: n=15)
(select only one)
n=6 (40.00%) Executive with no reimbursement by the company
n=3 (20.00%) Executive with full reimbursement by the company
n=0 (0.00%) Executive with partial reimbursement by the company
n=6 (40.00%) Company

3. If the executive pays HSR filing fee but is partially reimbursed by the company, in what manner is the reimbursement: (Total responses: n=2)
(select only one)
n=0 (0.00%) Specified percentage
n=1 (50.00%) Specified dollar amount
n=1 (50.00%) Specified Formula