Karen Hoffman Lent and Kenneth SchwartzFTC Announces HSR Final Rulemaking Impacting Premerger Filings
The authors write "In line with the Biden Administration’s focused effort to revitalize antitrust enforcement, the FTC stated that the new HSR requirements respond to “changes in corporate structure and deal-making, as well as market realities in the ways businesses compete.” (Id.) Aggressive antitrust enforcement is expected to continue under the incoming Trump Administration, though uncertainties remain as to whether new leadership will seek to rescind, modify or rollback any features of the Final Rules."
December 30, 2024 at 11:00 AM
10 minute read
Final Rules Mark Major Overhaul to HSR Filing Requirements
On Oct. 10, 2024, the Federal Trade Commission (“FTC”) unanimously approved the most significant overhaul to the U.S. premerger notification regime since the enactment of the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”) in 1976. (Press Release, Fed. Trade Comm’n, FTC Finalizes Changes to Premerger Notification Form (Oct. 10, 2024), https://www.ftc.gov/news-events/news/press-releases/2024/10/ftc-finalizes-changes-premerger-notification-form) (“Final Rules”). While the Final Rules scale back the radical changes initially proposed under the FTC’s June 2023 Notice of Proposed Rulemaking, the new requirements are nevertheless expected to substantially increase the burden, time and expense required of filing parties. The expanded reporting obligations under the Final Rules will require companies contemplating M&A activity to reassess their filing strategy and deal timelines.
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