FTC Proposes HSR Rules Formalizing Existing "Pull & Refile" Procedures And Creating Automatic Withdrawal Mechanism Linked To SEC Filing Disclosures

Proposed Rule Could Have Impact on Hostile Transactions, Tender Offers and Other Transactions

The Federal Trade Commission ("FTC") has announced proposed rulemaking to amend the Hart-Scott-Rodino Act ("HSR") rules in two respects: (1) to formalize the existing procedures whereby an acquiring person may voluntarily withdraw a pending HSR filing and resubmit within two business days without paying an additional HSR filing fee, and (2) to establish a "bright line" trigger for the automatic withdrawal of an HSR filing that is tied to the disclosure requirements of the Securities and Exchange Commission ("SEC"). While the former merely seeks to formalize existing procedures, the latter is an entirely new mechanism that may have negative repercussions for certain filing parties.