FTC And DOJ Joint Proposal Seeks To Overhaul Pre‑Merger Notification Rules Under HSR Act

On Tuesday, June 27, the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ) published a 133-page notice of proposed rulemaking that seeks to overhaul the pre-merger notification rules under the Hart-Scott-Rodino (HSR) Act. According to FTC Chair Lina Khan, this proposal is the culmination of the first "top-to-bottom review" since the HSR Act was passed in 1978. Generally, the changes are expected to make the preparation of HSR filings a lengthier and more burdensome process for the filing parties. Most notably, the notice of proposed rulemaking seeks to impose the following additional requirements on parties making HSR filings:

• Provision of a transaction's "strategic rationale," as well as "information about existing or potential vertical, or supply, relationships between the filing persons";