On March 11, 2019, the Director of the Federal Trade Commission’s (“FTC’s”) Bureau of Competition and the Assistant Director of the Bureau’s Compliance Division coauthored a blog post to announce the revision of “standard order language to make clear what constitutes a complete compliance report.” The FTC noted that recent submissions suggested that entities required to file compliance reports were not taking their obligations seriously and were failing to provide timely and sufficiently detailed reports.  

As revised, the following language will specify the FTC’s expectations for the content of compliance reports:

Each compliance report shall contain sufficient information and documentation to enable the Commission to determine independently whether Respondents are in compliance with the Order. Conclusory
statements that Respondents have complied with their obligations under the Order are insufficient. Respondents shall include in their reports, among other information or documentation that may be necessary
to demonstrate compliance, a full description of the measures Respondents have implemented or plan to implement to ensure that they have complied or will comply with each paragraph of the Order; a description of all substantive contacts or negotiations for the divestitures and the identities of all parties contacted, and such supporting materials shall be retained and produced later if needed.

The FTC expects that, in many cases, “copies of relevant documents or other evidence” will need to be provided. Specifically, the FTC noted that in the case of a divestiture, the filing party would need to provide a “timeline and detailed description” of efforts taken to divest of assets, including potential buyers, the status of negotiations, and an anticipated timeline for completion. Finally, the FTC notes that the staff will “play an active role in ensuring that parties comply with their reporting obligations.”

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