On Oct.10, 2024, the Federal Trade Commission (FTC) voted unanimously to issue a final rule amending the Hart-Scott-Rodino (HSR) form and instructions and the premerger notification rules implementing the HSR Act. The same day, the Antitrust Division of the Department of Justice (DOJ and, together with the FTC, the agencies) issued a press release concurring with the FTC's changes to the premerger notification form used in merger review. The final rule—the first amendment to the HSR form and instructions in over 46 years—is the culmination of the agencies' long-standing effort to dramatically overhaul the requirements for merging entities.

The final rule is a mixed bag. The changes will impose significant additional burdens on filing parties by mandating that they disclose broad tranches of information about overlapping business lines, investors, areas of future competition and prior acquisitions, among others. The agencies estimate that the HSR preparation time under the final rule will increase by an average of 68 hours and up to approximately 120 hours, depending on the scope and nature of the transaction. Fortunately for buyers and sellers, the agencies have abandoned or substantially modified a number of earlier proposals—most notably by scuttling a proposal that would have required filing parties submit all drafts of competitive analysis documents, as well as onerous requirements designed to evaluate competitive impacts on labor markets.