U.S. FTC Proposes Amendment To HSR Rules: Codifies "Pull And Refile" And Mandates Withdrawal For Deals That Will Not Proceed

The U.S. Federal Trade Commission (FTC) has voted to issue a proposed rulemaking amending the rules governing Hart-Scott-Rodino (HSR) filings made by parties to a proposed merger. The amendments would (1) codify the informal "pull and refile" process and (2) mandate automatic withdrawal of parties' HSR filings under certain circumstances. The first of these proposed changes is uncontroversial, while the second has already stirred debate among the Commissioners.

Codification of the "Pull and Refile" Process

For more than a decade the FTC's Premerger Notification Office, which handles and sets rules for HSR filings, has informally permitted merging parties to "pull and refile" their HSR filings without paying a new filing fee when certain conditions are met. This practice allows the merging parties to extend the initial 30-day waiting period under the HSR Act by another 30 days in an attempt to avoid receiving a burdensome Request for Additional Information and