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ARTICLE · 20 JULY 2011

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

Dechert
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Under the Hart-Scott-Rodino ("HSR") Act, codified as Section 7A of the Clayton Act, 15 U.S.C. § 18a, parties to certain mergers and acquisitions must file notification and report forms with the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("DOJ") and must observe a waiting period before consummating the transaction to allow the agencies to review the deal’s potential competitive implications.

United StatesAntitrust/Competition Law
Steven Bradbury
Steven Bradbury
Jennifer Coon
Jennifer Coon
James Fishkin
James Fishkin
Stephen Stack, Jr.
Stephen Stack, Jr.

Key Points

  • The FTC and DOJ have announced final changes to the HSR filing rules, effective 30 days after publication in the Federal Register, which is expected to occur on or about July 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.

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