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FTC | RIN: 3084-AB32 | Publication ID: Spring 2015 |
Title: Premerger Notification Rules and Report Form | |
Abstract:
The Premerger Notification Rules (HSR Rules or Rules) and the Antitrust Improvements Act Notification and Report Form (HSR Form) were adopted pursuant to section 7A of the Clayton Act. Section 7A requires firms of a certain size contemplating mergers, acquisitions or other transactions of a specified size to file notification with the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ) and to wait a designated period of time before consummating the transaction. It also requires the FTC, with the concurrence of the U.S. Assistant Attorney General for Antitrust, to promulgate rules requiring that notification be in a form and contain information necessary to enable the FTC and DOJ to determine whether the proposed transaction may, if consummated, violate the antitrust laws. These Rules are continually reviewed in order to improve the program's effectiveness and to reduce the paperwork burden on the business community.
Pursuant to the 2000 Amendments to section 7A of the Clayton Act, codified at 15 U.S.C. 18a, the filing thresholds are revised annually based on the change in gross national product. The threshold reporting figure of the size of the transaction test under section 7A(a)(2)(B)(I) is now $76.3 million, which was effective February 20, 2015. 80 FR 2934.
The Premerger Office is considering amendments to the Instructions to the HSR Form to update information related to NAICS codes and recent rule changes and to allow the submission of filings on electronic media. The proposed amendments may be issued during the second quarter of 2015. The Premerger Office is also considering amendments to the HSR Rules regarding standards for the valuation of potentially reportable transactions. The proposed amendments may be issued during the third quarter of 2015.
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Agency: Federal Trade Commission(FTC) | Priority: Substantive, Nonsignificant |
RIN Status: Previously published in the Unified Agenda | Agenda Stage of Rulemaking: Proposed Rule Stage |
Major: No | Unfunded Mandates: No |
CFR Citation: 16 CFR 801 to 803 | |
Legal Authority: 15 U.S.C. 18a Clayton Act |
Legal Deadline:
None |
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Timetable:
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Regulatory Flexibility Analysis Required: No | Government Levels Affected: None |
Small Entities Affected: No | Federalism: No |
Included in the Regulatory Plan: No | |
International Impacts: This regulatory action will be likely to have international trade and investment effects, or otherwise be of international interest. | |
RIN Data Printed in the FR: No | |
Related RINs: Previously reported as 3084-AA91, Previously reported as 3084-AA23 | |
Agency Contact: Marian Bruno Deputy Director Federal Trade Commission Premerger Notification Office, Bureau of Competition, 600 Pennsylvania Avenue NW, Washington, DC 20580 Phone:202 326-2846 Email: mbruno@ftc.gov |