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The Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”) recently imposed a penalty under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) on Comcast’s CEO for his failure to make an HSR filing prior to the acquisition of shares Comcast granted to him as part of his compensation. 

While the HSR Act was adopted to give the federal antitrust enforcement agencies advance notice of transactions that could harm competition, compensation-related transfers of voting shares from a corporation to its officers or directors can technically trigger HSR filings if the holdings of voting shares by the executive exceed certain size-of-transaction thresholds and that executive’s investment assets or revenues exceed certain size-of-person thresholds.  Although the FTC has publicly indicated in the past on an informal basis that the issuance of company shares to executives as part of their compensation can trigger an HSR filing, this appears to be the first time that the agencies have imposed fines on an executive for failure to file before receiving shares as part of his or her compensation.