New Amendments To Hart-Scott-Rodino Premerger Notification Rules

On July 7, 2011, the Federal Trade Commission announced a final rule amending the Hart-Scott-Rodino Premerger Notification Rules (the "Rules") and the Premerger Notification and Report Form (the "Form") and associated Instructions to streamline the Form and obtain new information that the FTC and the Antitrust Division of the Department of Justice (the "Agencies") believe will help them in evaluating a proposed transaction's competitive impact.

The final rule makes both substantive and ministerial revisions, deletions and additions to the Form, as well as minor changes to the Rules primarily to address omissions from the FTC's 2005 rulemaking involving unincorporated entities. Many of the ministerial changes revise or delete items asking for information which the Agencies no longer consider necessary for their initial review, such as revenue data for 2002 by NAICS codes, a description of assets to be acquired, and detailed information regarding voting securities to be acquired. In addition, the final rule calls for additional information, such as current year revenues by 10-digit NAICS code, which the Agencies consider helpful.

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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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