FTC and DOJ Implement Substantive Changes to the HSR Act Reporting Requirements

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On Thursday, July 7, 2011, the U.S. Federal Trade Commission (“FTC”) issued its final rule implementing a number of significant revisions to the Hart-Scott-Rodino (“HSR”) Act Premerger Notification Form (“HSR Form”) that companies must submit to the FTC and U.S. Department of Justice Antitrust Division (“DOJ”) for proposed transactions that satisfy the HSR Act notification thresholds (“Final Rule”). The Final Rule follows the FTC’s issuance of a notice of proposed rulemaking in August 2010 (“Proposed Rule”) but incorporates a number of meaningful changes to the Proposed Rule in response to comments by interested parties.

The Final Rule makes two types of changes to the HSR Form. First, it imposes significant new reporting requirements on parties submitting an HSR Form with respect to information about “associates” of the acquiring person and also requires HSR filers to provide additional categories of documents with the HSR filing above and beyond the scope of the current “Item 4(c)” obligation. Second, it streamlines parts of the HSR Form by deleting from the informational requirements several categories of technical information that over time have proven relatively burdensome to filers but unnecessary in a preliminary merger review.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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