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FTC

RIN: 3084-AA91

Publication ID: Spring 2011

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. 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 changed with the baseline reporting figure of the size of transaction test under section 7A(a)(2)(B)(i) now $66.0 million, which was effective 30 days from publication in the Federal Register. On August 13, 2010, the Commission announced it was seeking public comments on proposed changes designed to streamline the HSR form and focus on the information most needed by the agencies in their initial merger review (75 FR 57110). The proposal eliminates requests for unnecessary information. The new form, however, would require additional information that is needed to help the FTC and DOJ during their initial review of transactions. The comment period closed on October 18, 2010. Staff anticipates Commission action by the middle of 2011.
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

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
NPRM (Form Changes)	09/17/2010	75 FR 57110
Final Rule (Form Changes)	06/00/2011

Regulatory Flexibility Analysis Required: No	Government Levels Affected: None
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.
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