FTC Announces Major Changes to Disclosure Requirements for Hart-Scott-Rodino Notification Rules and Form


Companies should begin regularly collecting required data—in particular revenues by North American Industry Classification System code and information about “associates”—in advance of need to file Hart-Scott-Rodino notification.

On July 7, 2011, the Federal Trade Commission (FTC) announced final changes to the rules and notification form parties to certain transactions must submit under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended. The HSR Act requires parties to notify the FTC and the U.S. Department of Justice (DOJ) of proposed transactions that meet the act’s jurisdictional thresholds and to observe a statutory waiting period while the agencies review the competitive impact of the transaction. The FTC proposed changes to the HSR rules on August 13, 2010, and solicited public comments, some of which the FTC addressed in its final rules. (For more information on the previously proposed changes, see McDermott’s On the Subject “FTC Proposes Changes to Hart-Scott-Rodino Notification Rules and Form.” These changes eliminate disclosure requirements for information the FTC and DOJ no longer find helpful in their initial antitrust review, and introduce new provisions to capture additional information to make clear competitive relationships and implications not revealed by current HSR filings. The changes also correct minor oversights from the FTC’s 2005 rulemaking related to unincorporated entities. The final rules will take effect in mid- to late-August 2011, 30 days after they are published in the Federal Register.

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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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