Revisions to HSR Form Released

On October 7, 2024, the Federal Trade Commission (FTC), with the concurrence of the U.S. Department of Justice (DOJ), released its long-awaited final rule related to the revision of the Hart-Scott-Rodino (HSR) premerger notification form (the “Final Rule”).

The Final Rule will be effective 90 days after its publication in the Federal Register. The FTC and DOJ state that the revisions are intended to close the perceived gaps in current information provided in the HSR process, such as the disclosure of entities and individuals within the acquiring person; identification of potential labor market effects; identification of acquisitions that create a risk of foreclosure; identification of actions that may involve innovation effects, future market entry, or nascent competitive threats; and disclosure of roll-up or serial acquisition strategies.

The Final Rule dictates the use of two separate forms: one for the acquiring entity and one for the entity to be acquired. Each party will have to designate a “deal team lead” whose files must be searched for 4(c) and 4(d) documents, even if the deal team lead is not an officer or director. In addition, the acquiring entity must provide details not previously requested, including an organization chart, a list of officers and directors, a description of the ownership structure of the entity, and information on the transaction rationale.

While the information requested in the Final Rule is more limited than what was included in the original proposed rule, there are substantial changes that parties should expect to add significant time and cost to the filing process.

©2024 Epstein Becker & Green, P.C. All rights reserved. by: E. John Steren, Patricia M. Wagner, Jeremy R. Morris of Epstein Becker & Green, P.C. For more on Hart-Scott-Rodino, visit the NLR Antitrust Trade Regulation section.

  • Related Posts

    Post Election – Expect Tax Legislation

    I. Introduction With clear Republican victories in the White House and the Senate, and a very slim majority for either side in the House of Representatives, we can expect tax…

    CFPB Imposes $95 Million Fine on Large Credit Union for Overdraft Fee Practices

    On November 7, 2024, the CFPB ordered one of the largest credit unions in the nation to pay over $95 million for its practices related to the imposition of overdraft fees. The enforcement…

    Leave a Reply

    Your email address will not be published. Required fields are marked *

    You Missed

    Post Election – Expect Tax Legislation

    • By admin
    • November 14, 2024
    • 1 views
    Post Election – Expect Tax Legislation

    Dow Jones Today: Stocks Slip in Early Trading Ahead of Comments from Fed Chair Powell; Disney Soars After Earnings

    • By admin
    • November 14, 2024
    • 1 views
    Dow Jones Today: Stocks Slip in Early Trading Ahead of Comments from Fed Chair Powell; Disney Soars After Earnings

    CFPB Imposes $95 Million Fine on Large Credit Union for Overdraft Fee Practices

    • By admin
    • November 14, 2024
    • 1 views
    CFPB Imposes $95 Million Fine on Large Credit Union for Overdraft Fee Practices

    “Captive Audience” Bans: Employers Should Be Aware of This Trend

    • By admin
    • November 14, 2024
    • 1 views
    “Captive Audience” Bans: Employers Should Be Aware of This Trend

    The CTA Filing Deadline is Approaching. Is Your BOIR Filed Yet?

    • By admin
    • November 14, 2024
    • 1 views
    The CTA Filing Deadline is Approaching. Is Your BOIR Filed Yet?

    Diabetes, Kidney Disease Could Raise Cardiovascular Disease Risk up to 28 Years Earlier

    • By admin
    • November 14, 2024
    • 1 views
    Diabetes, Kidney Disease Could Raise Cardiovascular Disease Risk up to 28 Years Earlier