FTC Announces Dramatic Changes To Premerger Notification Rules

On October 10, 2024, the U.S. Federal Trade Commission ("FTC"), with the concurrence of the U.S. Department of Justice (the "Agencies"), announced the most significant changes to the Premerger Notification Rules since the Hart-Scott-Rodino Act (the "HSR Act) was enacted in 1976. The Final Rule dramatically increases the burden on parties required to submit premerger notifications under the HSR Act, even for transactions that present little to no antitrust issues.

Barring a legal challenge, the Final Rule is expected to become effective by mid-January 2025—90 days after publication in the Federal Register which will likely occur in a matter of days. Under the HSR Act, parties to merger and acquisition transactions are required to submit premerger notification filings with the Agencies for all transactions valued above $119.5 million (as adjusted annually). The Final Rule will apply to every HSR reportable transaction once the rule becomes effective.