Clifford Chance

FTC and DOJ Proposes Expansive Overhaul to Pre-merger Notification Rules and Report Form

June 30, 2023

On June 27, 2023, the Federal Trade Commission announced that, in concurrence with the Department of Justice, it was proposing sweeping changes to the pre-merger notification that parties to certain transactions must submit under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Notice of Proposed Rulemaking, detailing the proposed changes, was published in the Federal Register on June 29, 2023, commencing a 60-day comment period. If approved, the changes would dramatically expand filing requirements and impose a higher burden on parties, requiring that all HSR notifications contain more expansive documents and information that ordinarily would only be requested for transactions that raise antitrust issues. The FTC itself estimates that the new requirements could result in an additional 222 hours of work to prepare a notification.

While the NPRM contains numerous changes to the HSR notification requirements, this alert focuses on the most sweeping and potentially burdensome proposals that parties should begin to consider.

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