FTC And DOJ Finalize New HSR Rules (Updated November 12, 2024)

Democratic Commissioners Swung for the Fences, but FTC Settles for Unanimous Revisions, Still Increasing Burden on Filers

On October 10, 2024, all five Federal Trade Commission (“FTC”) Commissioners, with concurrence from the Antitrust Division of the U.S. Department of Justice (“DOJ”),¹ approved the most significant changes to the Hart-Scott-Rodino (“HSR”) rules and merger notification forms² since the HSR process was created more than 45 years ago. While the new rules have been markedly scaled back from the proposed rules in the agencies' previously published notice of proposed rulemaking,³ future filers will face increased burdens to provide additional information with their HSR filing. These additional disclosures are intended to provide the FTC and DOJ (collectively, the “Antitrust Agencies”) greater insights into potential concerns from horizontal overlaps, nascent competition, vertical relationships, and Clayton Act Section 8 interlocking directorates earlier