Directors and Officers Beware: Compensatory Stock Awards Can Trip HSR Violations

On December 16, 2011, Brian L. Roberts, Chief Executive Officer and Chairman of the Board of Comcast, Inc., agreed to pay a civil penalty of $500,000 for failing to observe the notification and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”) prior to his acquisition of voting securities of Comcast. This recent enforcement action is an important reminder for directors and officers of the need to “check first and check often” to ensure their stock acquisitions do not trip HSR thresholds.