FTC Issues Guidance on the Use of Escrows in Hart-Scott-Rodino Reportable Transactions

The Federal Trade Commission (“FTC”) Premerger Notification Office (“PNO”) recently issued a “Statement on Escrows.” The Statement clarifies that escrow arrangements, subject to certain limited exceptions, cannot be used to avoid the reporting and waiting period requirements of the Hart-Scott-Rodino (“HSR”) Act. This statement supersedes all prior informal interpretations and advice issued by the PNO regarding the use of escrows.