The New HSR Form
On October 10, 2024, The Federal Trade Commission ("FTC") voted unanimously to adopt the final rule1 for the new Hart-Scott-Rodino ("HSR") Act Form and instructions, with the concurrence of the Department of Justice ("DOJ").2 As anticipated, the new rule entails the most significant revamp of the HSR Form in the nearly 50-year history of the HSR Act, which has significant, long-term implications for all clients planning M&A going forward. The new HSR Form will become effective 90 days after its publication in the Federal Register. Publication is anticipated to occur next week (October 14-18). Thus, parties can expect the new HSR filing requirements to apply to any transaction filed in late-January 2025 or thereafter. It is possible that the new rule will be challenged in court and potentially stayed pending a decision. However, companies contemplating reportable transactions that would be filed following implementation should begin preparing for these new requirements.
In addition, the FTC is introducing an online portal for the general public to directly submit comments on proposed transactions that may fall under agency review. This web portal will allow greater third-party engagement during the review process. Key New Requirements for Filing Parties Below are some of the major changes set forth in the new rule:
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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
