Proposed Overhaul Of HSR Premerger Notification Process

The Federal Trade Commission (FTC) announced this week its Notice of Proposed Rule Making, drafted in concurrence with the U.S. Department of Justice (DOJ), that, if implemented would result in significant and burdensome changes to the U.S. merger review process. The proposal includes changes to the premerger notification form and instructions, as well as to the rules that implement the Hart-Scott-Rodino (HSR) Act. The FTC asserts that the proposed changes will enable the FTC and DOJ to more effectively and efficiently screen transactions for potential competition issues during the initial waiting period. However the additional burden on the merging parties would be substantial and the proposed notification provisions will apply universally, even though a very small percentage of transactions merit additional scrutiny. Notably, the FTC itself estimates that the time to prepare an average HSR notification will increase from 37 to 144 hours. Comments to the proposed