On June 27, the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ) announced proposed changes to the premerger notification form and the premerger notification rules implementing the Hart-Scott-Rodino Antitrust Improvements Act (the HSR Act). The proposed rule would also implement the Merger Filing Fee Modernization Act of 2022 which requires agencies to collect information on subsidies received from certain foreign governments or entities that are strategic or economic threats to the United States.
The proposed changes are the most significant since the adoption of the HSR Act and are aimed at improving the efficiency of the premerger review process during the initial 30-day review period.
The HSR Act and its implementing rules require merger and acquisition parties to submit a premerger notification to the FTC and the Antitrust Division of the U.S. Department of Justice (the agencies), which involves completing HSR forms and waiting a specified period of time before consummating their transaction. The proposed changes would expand the scope of the information merging parties must submit with premerger notifications under the HSR Act and require filers to provide an analysis of a proposed transaction’s potential competitive impact.
If enacted, the proposed rules will likely add greater complexity and expense for complying with the HSR requirements.
The proposed amendments in the Federal Register are expected to be published in the coming days and once published, interested parties will have 60 days to file comments.