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FTC RIN: 3084-AA91 Publication ID: Spring 2008 
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 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. On April 8, 2004, the Commission issued a notice of proposed rulemaking (NPRM) to reconcile, as far as practical, the current disparate treatment of corporations, partnerships, limited liability companies, and other types of noncorporate entities under the rules (69 FR 18686). On February 22, 2005, the Commission issued its final rule, which was effective on April 7, 2005 (70 FR 11502; Mar. 8, 2005). Among other things, the amendments address acquisitions of interests in unincorporated entities; formations of unincorporated entities; and the application of certain exemptions, including the intraperson exemption. On August 15, 2005, the Commission published an NPRM that would amend 16 CFR part 803 to allow filing parties to provide Internet links to certain documents in lieu of paper copies (70 FR 47733). The comment period closed on October 14, 2005. On December 12, 2005, a final rule was published (70 FR 73369). It became effective on January 11, 2006. The rule change also addressed the issue of “stale filings,” in which parties make Premerger Notification filings but fail within the ensuing 18 months to comply with a Request for Additional Information and Documentary Material. Under the new rule, such filings expire 18 months after they are received by the agencies. On December 30, 2005, the Commission issued another final rule, effective upon publication, requiring filers to use 2002 NAICS codes and to use 2002 revenue data for base year reporting (replacing the 1997 codes and revenue information) (70 FR 77312). This rule provides for a 30-day grace period during which filers may use 1997 or 2002 information, provided all parties to the transaction use the same year and same codes. Beginning January 30, 2006, all filers must use 2002 data and codes. On June 23, 2006, the Commission published a final rule providing for electronic submission of premerger notification filings. 71 FR 35995. This rule was effective upon publication. 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. These thresholds have recently been raised with the baseline reporting figure of the size of transaction test under section 7A(a)(2)(B)(i) now $63.1 million, which was effective 30 days from publication in the Federal Register. 73 FR 5191 (Jan. 29, 2008). Finally, staff anticipates sending its recommendation to the Commission regarding a proposed exemption for acquisitions of 10 percent or less of an issuer's voting securities by June 2008. 
Agency: Federal Trade Commission(FTC)  Priority: Substantive, Nonsignificant 
RIN Status: Previously published in the Unified Agenda Agenda Stage of Rulemaking: Prerule Stage 
Major: No  Unfunded Mandates: No 
CFR Citation: 16 CFR 801 to 803   
Legal Authority: 15 USC 18a Clayton Act   
Legal Deadline:  None
Timetable:
Action Date FR Cite
NPRM (Rule Change)  02/01/2001  66 FR 8723   
Interim Rule I (Statutory Changes)  02/01/2001  66 FR 8680   
Interim Rule II (Rules of Practice)  02/01/2001  66 FR 8720   
Interim Final Rule With Request for Comments (Change From SIC to NAICS)  05/09/2001  66 FR 23561   
Effective Date (Change from SIC to NAICS)  07/01/2001    
Final Rule Part 802.21  03/18/2002  67 FR 11904   
Final Rules Parts 801 and 802  03/18/2002  67 FR 11898   
Final Rules Parts 801 and 803  01/17/2003  68 FR 2425   
NPRM (Noncorporate Entities)  04/08/2004  69 FR 18686   
Final Rule (Noncorporate Entities)  03/08/2005  70 FR 11502   
Effective Date (Final Rule on Noncorporate Entities)  04/07/2005    
NPRM (Internet Links and "Stale" Filings)  08/15/2005  70 FR 47733   
NPRM (Internet Links and "Stale" Filings) Comment Period End  10/14/2005    
Final Rule (Internet Links and "Stale" Filings)  12/12/2005  70 FR 73369   
Final Rule (Electronic Filings)  06/23/2006  71 FR 35995   
Final Rule on Electronic Filings Effective  06/23/2006    
Staff Recommendation to Commission  06/00/2008    
Regulatory Flexibility Analysis Required: No  Government Levels Affected: None 
Federalism: No 
Included in the Regulatory Plan: No 
Public Comment URL: www.regulations.gov  
RIN Data Printed in the FR: No 
Related RINs: 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