DOJ/FTC Propose Massive Changes to HSR Premerger Filings: What You Need to Know
The Federal Trade Commission ("FTC") and U.S. Department of Justice Antitrust Division ("DOJ") have proposed to expand dramatically the scope and burden of preparing a merger filing in the United States. The proposed changes to the Hart-Scott-Rodino ("HSR") Act rules and filing form would: (i) introduce obligations to address substantive antitrust issues in the HSR Form; (ii) require submission of data that could expand the scope of HSR investigations; and (iii) add significant administrative burdens in the form of information requests related to corporate organization, deal structure, financial disclosures, and day-to-day business operations. The proposed new filing form includes information requests designed to help DOJ and FTC identify and investigate issues consistent with their recently released draft merger guidelines.
These FAQs are offered as practical advice on the HSR filing developments.
