Premerger Filing Requirements Under Hart-Scott-Rodino Set To Expand Significantly

On October 10, the Federal Trade Commission (FTC), after a 5-0 vote, issued a final rule amending the Premerger Notification Rules that implement the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The final rule represents the most significant amendment to US premerger antitrust reporting requirements in decades and includes sweeping changes to the premerger Notification and Report Form (HSR Form). The final rule will go into effect 90 days from its publication in the Federal Register.

Under the HSR Act, parties to a transaction that satisfies certain jurisdictional thresholds and is not otherwise exempt must each file an HSR Form, which provides certain disclosures about the transaction and their businesses, and wait 30 days from filing before they can close. During the waiting period, one or both of the FTC and the Department of Justice, Antitrust Division, will review the filings to determine whether the transaction raises antitrust concerns and