FTC and DOJ Announce New HSR Rules and Form

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The Federal Trade Commission and Department of Justice have announced the much-anticipated final Hart-Scott-Rodino ("HSR") premerger notification rules and published a new HSR form, completing a rule-making process started in August 2010. The final rules – while narrowed significantly in scope from the proposed rules – will nevertheless create some increased burdens for filers who must produce additional documents and respond to questions about the holdings of entities under common management and foreign-manufactured products. The rules will, however, reduce the filing burden in other areas, eliminating the need for statistical base year revenue data and certain other items that filers have found difficult to obtain and that typically provide little value to the agencies. The rules will take effect 30 days after publication in the Federal Register, which is expected within the week; thus, parties making HSR filings starting about mid-August will be governed by the new rules and will need to use the new form.

The New Disclosure Requirements

• New Document Disclosure. The rules create a new class of documents to be included in each HSR filing. Broadly referred to as “Item 4(d) documents,” they will provide the agencies with additional information about the acquisition target, the industry, and possible transaction-specific synergies and efficiencies. Item 4(d) generally builds on the concepts of Item 4(c), which requires the provision of transaction-specific competition-related documents and remains unaltered in this rule-making. Item 4(d) documents consist of....

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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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