Hart-Scott-Rodino Rules: DOJ And FTC Final Changes To Merger Reporting Form

The Department of Justice and the Federal Trade Commission released their final changes to the Hart-Scott-Rodino reporting form on July 7, 2011. For your reference, here’s what leading law firms are saying about how those changes will affect merger reporting for your company: 

Antitrust Agencies Announce Final Changes to HSR Filing Form (Reed Smith):

“These changes include the elimination of several categories of information that have proved unnecessary in a preliminary merger review, such as requiring HSR filers to: (1) provide copies of documents filed with the Securities and Exchange Commission, (2) report economic code “base year” data, or (3) provide a detailed breakdown of the voting securities to be acquired.” Read on»

For Better or Worse? FTC and DOJ Remake Hart-Scott-Rodino Act Premerger Notification Form and Rules (Morgan Lewis):

“The Federal Trade Commission (FTC) and the Department of Justice (DOJ) recently modified the premerger notification form and rules for transactions reportable under the Hart-Scott-Rodino Act (HSR Act).… Almost every aspect of the form will be affected in some way. With the exceptions noted below, the changes will reduce the burden on filing parties, particularly for acquisitive clients such as private equity firms and certain strategic buyers.” Read on»

FTC, DOJ Announce Final HSR Rules Requiring Significant Additional Reporting Obligations, Including Expanded Scope of Document Production (Dechert LLP):

“… Parties are well advised to develop clear and consistent articulations of the procompetitive rationales for the transaction, the potential synergies and efficiencies that will result, and the key themes to be communicated to customers, employees, and the antitrust agencies before the HSR notification is filed.” Read on»

New Premerger Filing Form (Warner Norcross & Judd):

“… In some ways, the new premerger form is easier to complete than the old form. For example, the parties no longer need to reconstruct historic product-line revenues from a long-ago “base” year (like 2002), which was burdensome; instead, parties need only report their most recent product-line revenues. That change alone makes this new form a welcome improvement.” Read on»

FTC and DOJ, Your Least Favorite Marriage Counselors (Davis Wright Tremaine LLP):

“You and another company fall in love and now you want to make it official by merging. It’s like a big corporate romantic comedy starring Jennifer Aniston and…well…you. But before the big climactic kiss, the Federal Trade Commission (FTC) and the Antitrust Division of the U.S. Department of Justice (DOJ) jump in and say “Whoaaaaaa! Not-so-fast!” They can’t just let the kiss happen. You need to fill out some forms and get their approval first. And now, among other things, the forms have changed.” Read on»

DOJ & FTC Revise Premerger Filing Requirements (Venable LLP):

“…One of the major changes in the new rules is that they require information regarding “associated” entities – those that are commonly managed by the same business as the purchaser but which have been excluded from premerger filings until now because they are not considered controlled by the ultimate parent entity.” Read on»

Federal Trade Commission Announces Major Changes to Disclosure Requirements Under Hart-Scott-Rodino Antitrust Improvements Act (Womble Carlyle Sandridge & Rice PLLC):

“… Under the revised rules, acquiring parties must report information about associates’ significant minority holdings (defined as more than 5 percent, but less than 50 percent) in entities with revenues in North American Industry Classification System (NAICS) codes that overlap with the acquired business.” Read on»

FTC and DOJ Announce New HSR Form and Instructions (Davis Wright Tremaine LLP):

“… These revisions are part of the ongoing effort made by the FTC and the DOJ to eliminate unnecessary rules and alleviate burdensome reporting requirements, while providing enough information to the agencies to make such a competitive assessment. The new regulations will become effective 30 days from July 7, 2011.” Read on»

FTC and DOJ Announce New HSR Rules and Form (Ropes & Gray LLP):

“… The final rules – while narrowed significantly in scope from the proposed rules – will nevertheless create some increased burdens for filers who must produce additional documents and respond to questions about the holdings of entities under common management and foreign-manufactured products. The rules will, however, reduce the filing burden in other areas, eliminating the need for statistical base year revenue data and certain other items that filers have found difficult to obtain and that typically provide little value to the agencies.” Read on»

Significant Changes Announced to the Hart Scott Rodino Premerger Notification Program (Katten Muchin Rosenman LLP):

“… They will have a significant effect on private equity firms, hedge fund managers and other investment firms that manage investments in multiple funds or other investment vehicles. Other changes will affect all HSR filers by requiring them to include additional information in their HSR Premerger Notification and Report Forms.” Read on»

Hart-Scott-Rodino Overhaul (Loeb & Loeb LLP):

“The changes are the most comprehensive in HSR’s 33-year history. Several changes eliminate obsolete sections of the form, and the agencies responded to comments by carving back on some of the more extreme proposals. But several remaining changes raise HSR compliance burdens, increasing the cost and time needed to prepare filings, especially imposing new reporting obligations on private equity, other investment fund “families,” oil and gas master limited partnerships, or MLPs, and other partnerships or LLCs that are managed by another entity that does not control them.” Read on»

FTC Implements Major HSR Revisions (Michelle Taylon / K&L Gates):

“In the most significant revision to the Hart-Scott-Rodino (“HSR”) form and filing requirements since 2005, the FTC has announced new requirements for the information and documents required to be submitted by parties to certain mergers and acquisitions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”).” Read on»

New Amendments To Hart-Scott-Rodino Premerger Notification Rules (Sheppard Mullin Richter & Hampton LLP):

“… Many of the ministerial changes revise or delete items asking for information which the Agencies no longer consider necessary for their initial review, such as revenue data for 2002 by NAICS codes, a description of assets to be acquired, and detailed information regarding voting securities to be acquired. In addition, the final rule calls for additional information, such as current year revenues by 10-digit NAICS code, which the Agencies consider helpful.” Read on»

Antitrust Agencies Announce New HSR Form (Bryan Cave):

“… According to the Agencies, the changes are also intended to increase the Agencies’ efficiency in reviewing transactions. The changes eliminate some data previously required by the Form, but also specify certain additional information required from the parties.” Read on»

FTC and DOJ Announce Changes to HSR Premerger Notification Form (Wilson Sonsini Goodrich & Rosati):

“… Prior to the most recent revisions, the FTC and DOJ last made modifications to the HSR form in 2005; however, unlike the relatively minor 2005 changes, the 2011 changes are extensive and may significantly affect the burden placed on filing parties.” Read on»

FTC and DOJ Implement Substantive Changes to the HSR Act Reporting Requirements (Morrison & Foerster LLP):

“… First, it imposes significant new reporting requirements on parties submitting an HSR Form with respect to information about “associates” of the acquiring person and also requires HSR filers to provide additional categories of documents with the HSR filing above and beyond the scope of the current “Item 4(c)” obligation. Second, it streamlines parts of the HSR Form by deleting from the informational requirements several categories of technical information that over time have proven relatively burdensome to filers but unnecessary in a preliminary merger review.” Read on»

FTC Announces Major Changes to Disclosure Requirements for Hart-Scott-Rodino Notification Rules and Form (McDermott Will & Emery):

“… These changes eliminate disclosure requirements for information the FTC and DOJ no longer find helpful in their initial antitrust review, and introduce new provisions to capture additional information to make clear competitive relationships and implications not revealed by current HSR filings. The changes also correct minor oversights from the FTC’s 2005 rulemaking related to unincorporated entities.” Read on»

Major Revisions to Hart-Scott-Rodino Form Set to Go Effective in Early August (Francis Fryscak / Cooley LLP):

“… Although the final changes to the HSR Form preserve revisions that will reduce some filing burdens (especially with respect to the submission of SEC filed documents and other financials and eliminating the need to report revenues by NAICS code in a base year), the two most controversial provisions of the proposed revisions — Item 4(d) and the concept of “Associate” that imposes new disclosure obligations for funds — have also been incorporated into the final rules, although with some narrowing of their scope.” Read on»

FTC/DOJ Announce Changes to HSR Merger Notification Requirements (Bracewell & Giuliani LLP):

“… Parties to HSR-reportable transactions have a legal obligation to submit Notification and Report Forms (HSR Forms) to both the FTC and the DOJ, thereby triggering a waiting period during which the antitrust agencies review the transaction for potential competitive issues and determine whether to seek an injunction. For this reason, HSR-reportable transactions may not be consummated until the expiration or termination of the waiting period.” Read on»


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