Antitrust Agencies Announce Final Changes to HSR Filing Form


On July 7, 2011, the Federal Trade Commission and Department of Justice announced final changes to the Hart-Scott-Rodino (HSR) reporting form. These changes include the elimination of several categories of information that have proved unnecessary in a preliminary merger review, such as requiring HSR filers to: (1) provide copies of documents filed with the Securities and Exchange Commission, (2) report economic code "base year" data, or (3) provide a detailed breakdown of the voting securities to be acquired.

The changes also include revisions to certain aspects of reporting, such as the following:

- Revenue information by North American Industry Classification System (NAICS) code - Manufacturers report U.S. revenues from the sale of manufactured products only under the 10-digit NAICS manufacturing product codes, and report revenues from the sale of products they do not manufacture under the current 6 digit wholesaling or retailing codes.

- The identification of holders and holdings of the filing entities - An acquiring person must report, based on its knowledge or belief, its associates' current holdings of voting securities and non-corporate interests between 5 percent and 50 percent in the acquired entity, and in entities having 6-digit NAICS industry code-overlaps with the acquired entity or assets.

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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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