On October 10, 2024, the Federal Trade Commission (FTC) published its Final Rule enacting changes to the Hart-Scott-Rodino Act (HSR Act) premerger notification rules. The Final Rule will usher in the most significant changes to HSR reporting requirements in the program’s 45-year history.
The HSR Act requires parties to a merger or acquisition that meets certain dollar thresholds to file premerger notification reports with the FTC and the Department of Justice (DOJ) (the “Agencies”) and to wait statutorily prescribed periods before consummating the transaction.
The changes to the HSR rules do not alter substantive antitrust doctrine; in order to block a transaction, the government still must prove in court that a transaction is likely to result in a substantial lessening of competition. Nor does the Final Rule modify FTC and DOJ authority to issue Requests for Additional Documentary Information and Materials (Second Requests) or their scope. However, the changes will make the merger control process more burdensome to parties by significantly expanding the information that must be provided to the government in the HSR Form.
Read our Legal Update for additional information.