Countdown To 2025: New HSR Premerger Disclosure Rules

The Federal Trade Commission ("FTC" or the "Commission") has announced a final rule (the "Final Rule") significantly expanding the premerger notification and reporting requirements under the Hart‑Scott‑Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). The changes do not impact the scope of transactions that are subject to reporting, but will dramatically expand the disclosure requirements with respect to HSR filings. The changes fundamentally alter the HSR reporting landscape, inching closer to becoming more of a "white paper" approach, similar to that of ex‑U.S. jurisdictions like the EU.

The HSR Act provides a mechanism for advance notification to the antitrust authorities of certain mergers prior to consummation and gives these authorities procedural tools to facilitate review and, where appropriate, potentially enjoin mergers before they are consummated."¹ Congress was careful to limit the pre‑consummation review to "very large mergers" and not impose