New Proposed Premerger Notification Rules for Hart-Scott-Rodino Deals: Increased Antitrust Scrutiny

Description

On June 27, 2023, the FTC, with the concurrence of the Antitrust Division of the DOJ, announced proposed changes to the Premerger Notification and Report Form and associated instructions, as well as to the premerger notification rules implementing the HSR Act. These proposed rule changes represent the first major overhaul of the HSR premerger notification requirements since the HSR program was established 45 years ago.

The FTC's comprehensive proposed rules, which are expected to be adopted and become effective in approximately four to six months, would dramatically change the merger filing process in the U.S. for HSR-reportable deals. These proposed changes are expected to lengthen deal times and will likely lead to more agency investigations.

Generally, the proposed rule changes would: provide additional transparency into the terms of the transaction and the parties' strategic rationale; require the submission of a significantly broader set of documents that speak to competition; and require the parties to identify current and potential competitive overlaps and supply relationships. Additionally, HSR filings would elicit information related to future competition, interlocking directorates, and labor market competition, which have all been areas of focus for the agencies' recent enforcement initiatives.

Listen as our authoritative panel provides an overview of the proposed rules and the implications these changes will have on future HSR-reportable and non-reportable deals. The panel will examine steps firms considering transactions should take now to proactively prepare for these proposed changes.