FTC Amends Pre-Merger Notification Rules Affecting Use Of Restrictive Covenants

As we previously reported, the Federal Trade Commission ("FTC") announced that it is amending and reorganizing the document requirements for pre-merger notifications under the Hart Scott Rodino Act ("HSR Act"), 15 U.S.C. 18a, which also includes a requirement for buyers to indicate the existence of non-compete and non-solicit agreements among the businesses involved. The HSR Act and the associated rules require parties to specified mergers and acquisitions to notify and disclose certain information and wait a short period of time before proceeding with the planned transaction. Part of the reason for changing the pre-merger requirements is the FTC's acknowledgment of market changes, noting the "changing nature of competition" since the inception of the HSR and the need to respond to such changes. As we have reported consistently this past year, the FTC has been hyper-focused on the perceived anti-competitive impact of restrictive covenant agreements, specifically