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| FTC | RIN: 3084-AA91 | Publication ID: Fall 2003 |
| Title: Premerger Notification Rules and Report Form | |
| Abstract: The Premerger Notification Rules (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 or acquisitions 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 acquisition 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. The Commission proposed modifications to the HSR Form on June 14, 1994. 59 FR 30545. Changes requiring the use of the North American Industrial Classification System (NAICS) to replace the Standard Industrial Classification (SIC) codes in completing items 5-8 on the HSR Form became effective on July 1, 2001. On February 1, 2001, the Commission published interim and proposed rules amending the Hart-Scott-Rodino Rules (HSR Rules) contained in 16 CFR parts 801, 802 and 803. The interim rules took effect upon publication and implemented statutory amendments to section 7A of the Clayton Act that had been enacted on December 21, 2000. The proposed rules set forth other changes improving and updating the HSR Rules. Both the interim and proposed rules invited public comment. The Commission received seventeen public comments addressing the interim rules (66 FR 8679) and the proposed rules (66 FR 8723). The proposed rules were revised and changes to parts 801 and 802 were made final effective April 17, 2002 (67 FR 11898). Interim rule 802.21 was revised and made final in a separate rulemaking and made effective on February 2, 2002 (67 FR 11904). On January 17, 2003, the Commission responded to issues raised by the comments received on the interim rules and issued final amendments to parts 801 and 803 (68 FR 2425). The Commission also received a number of comments that were not relevant to the changes promulgated by either set of rules. These additional comments remain under consideration and may be addressed by future rulemaking. By the end of 2003, the Commission anticipates amending the HSR rules to allow parties to file the premerger notification and report form electronically via the Internet. The Commission also expects to issue a notice of proposed rulemaking during the spring or summer of 2004 to revise its treatment of noncorporate entities. | |
| Agency: Federal Trade Commission(FTC) | Priority: Substantive, Nonsignificant |
| RIN Status: Previously published in the Unified Agenda | Agenda Stage of Rulemaking: Final Rule Stage |
| Major: No | Unfunded Mandates: No |
| CFR Citation: 16 CFR 801 to 803 | |
| Legal Authority: 15 USC 18a Clayton Act | |
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Legal Deadline:
None |
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Timetable:
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| Regulatory Flexibility Analysis Required: No | Government Levels Affected: None |
| Federalism: No | |
| Included in the Regulatory Plan: No | |
| Related RINs: Previously reported as 3084-AA23 | |
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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 |
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