FTC/DOJ Announce Changes to HSR Merger Notification Requirements

Bracewell LLP

The Federal Trade Commission and the U.S. Department of Justice Antitrust Division have announced significant changes to the Hart-Scott-Rodino (HSR) mandatory reporting requirements for merger and acquisition transactions exceeding certain size thresholds. The new HSR rules, which will take effect 30 days after publication in the Federal Register, have real, practical implications for businesses contemplating transactions that are reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The antitrust agencies first issued proposed amendments in August 2010 and received comments from multiple parties.

Parties to HSR-reportable transactions have a legal obligation to submit Notification and Report Forms (HSR Forms) to both the FTC and the DOJ, thereby triggering a waiting period during which the antitrust agencies review the transaction for potential competitive issues and determine whether to seek an injunction. For this reason, HSR-reportable transactions may not be consummated until the expiration or termination of the waiting period. The agencies' stated purpose for the recent changes is to streamline the HSR Form and capture new information that will help the agencies conduct their initial review of a proposed transaction's competitive impact.

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