On October 10, 2024, the Federal Trade Commission (the “FTC”), with the Department of Justice Antitrust Division’s concurrence, released a Final Rule containing the long-anticipated revisions to the Hart-Scott-Rodino Act Premerger Notification Form. The Final Rule marks the most significant update to the HSR form and rules and form since the inception of the HSR Act in 1976.
The FTC approved the Final Rule via a unanimous—and bipartisan—5-0 vote, and in doing so scaled back some of the most burdensome reporting requirements set forth in the June 2023 Proposed Rule. That said, HSR filings under the Final Rule will undoubtedly be significantly more burdensome than the current HSR reporting requirements in terms of information, documents, and written responses.
The new reporting requirements relate to theories of harm given increased prominence in the 2023 Merger Guidelines, including minority investments, labor market consolidations, non-horizontal mergers, killer acquisitions and nascent competition, and roll-up acquisitions. Therefore we expect buyers, parties to a strategic transaction, and transactions involving private equity or other complex fund structures to bear the brunt of new reporting requirements. Some of the most significant changes will apply to all filing parties, however, including expanded document collections and, in some cases, narrative-style business descriptions.
The Final Rule will come into effect 90 days after publication in the Federal Register, likely in the first quarter of 2025. V&E will issue more detailed guidance on the implications and effects of the Final Rule in the near future and as the Final Rule comes into effect.
