Required parties to certain mergers and acquisitions to submit a premerger notification to the FTC and DoJ; must wait specified period before consummating the transaction.
Reporting and waiting period requirements are intended to enable the Agencies to determine whether a proposed merger or acquisition may violate the antitrust laws.
Including the Clayton act (15 USC 18), if consummated, to seek an injunction in federal court in order to enjoin anticompetitive acquisitions prior to consummation.
Also, must collect data on subsidies received from foreign governments or entities that pose strategic/economic threats per Merger filing fee modernization act (15 USC 18a).
Proposed to redesign the premerger notification process through a reorganization of currently required data and the addition of new data and documents requirements.
HSR Form Provisions
HSR form amendments required parties to provide details on previous acquisitions.
Describe transaction rationale and surrounding investment vehicles or relationships.
Must disclose information related to products or services in both horizontal products and services, and non-horizontal business relationships such as supply agreements.
Projected revenue streams, transactional analyses, and internal documents describing market conditions, and the structure of entities involved such as equity investments.
Further, must disclose information that screens for labor market issues by classifying employees based on current Standard Occupational Classification system categories.
Comments
Comments on proposed HSR Form amendments must be submitted by Aug. 28, 2023.
Aug. 2023 FTC, DoJ Extension
On Aug. 4, 2023, FTC and DoJ announced a 30-day extension on the comment period for HSR form amendments, as well as the premerger notification rules under HSR act.
Comments will now be accepted until Sep. 27, 2023, instead of Aug. 28, 2023.
Oct. 2024 FTC, DoJ Final Rule
On Oct. 10, 2024, FTC issued final rule re changes that will improve ability of FTC and Antitrust Division of DoJ to detect illegal mergers, acquisitions prior to consummation.
Requires additional information that is necessary to determine which deals require an in-depth antitrust investigation, including through the issuance of second requests.
In addition, final rule will reduce the current burden on third parties, including small businesses, that the agencies routinely rely upon to fill in existing information gaps.
Final rule updated HSR form, which agencies have relied on for more than 45 years.
Filers to provide information that is readily available to them about their operations.
Requires disclosure on subsidies received from certain foreign governments or entities that are strategic or threats to US as required by Merger filing fee modernization act.
Key reforms included in final rule require additional transaction documents from the supervisor of each deal team as well as high-level business plans re competition.
Description of business lines of each filer to reveal existing areas of competition between firms (including products/services in development) and supply relationships.
Also, disclosure of investors in the buyer, including those with management rights.
New portal for market, stakeholders, public to submit comments on transactions.
DoJ Antitrust Division announced its concurrence with FTC unanimous vote to finalize.
The final rule will be effective 90 days after it is published in the federal register.
Premerger Notification Office (PNO) working to provide future compliance guidance.
