FTC, DOJ Announce Final HSR Rules Requiring Significant Additional Reporting Obligations, Including Expanded Scope Of Document Production

Key Points

• The FTC and DOJ have announced final changes to the HSR filing rules, which will become effective on August 18, 2011.
• The changes require parties to submit additional transaction-related information and may significantly increase the HSR filing burden.
• Filing parties should now expect to provide an expanded set of documents with the HSR form and will want to take into account the new HSR filing requirements when negotiating and drafting deal-related documents.
• Private equity firms and investment firms should consider updating their record-keeping procedures in light of the additional information they are now required to submit.
• Parties are well advised to develop clear and consistent articulations of the procompetitive rationales for the transaction, the potential synergies and efficiencies that will result, and the key themes to be communicated to customers, employees, and the antitrust agencies before the HSR notification is filed.