FTC Significantly Revises Its Premerger Notification Requirements, While Departing From Original Proposal

Introduction

On October 10, 2024, the Federal Trade Commission (FTC or Commission) announced that it had unanimously adopted a Final Rule codifying numerous changes to the premerger notification form and premerger notification rules under the Hart-Scott-Rodino (HSR) Act. The new rule was preceded by the release of an initial proposal and an active notice-and-comment period, and the Final Rule reflects substantial changes that were made in response to significant pushback from commenters on many of the initially proposed reporting requirements. The new rule is the most significant change to the premerger notification requirements under the HSR Act since its passage in 1976, and adds additional requirements for companies that must file in advance of a proposed transaction.