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The Premerger Notification Rules (HSR Rules or Rules) and the Antitrust Improvements Act Notification and Report Form (HSR Form) were adopted pursuant to section 7(A) of the Clayton Act. Section 7(A) 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 7(A) of the Clayton Act, codified at 15 U.S.C. 18(a), 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 7(A)(a)(2)(B)(I) is now $84.4 million, which was effective February 28, 2018. 83 FR 4050.

On July 12, 2017, the Commission issued a final rule, making ministerial changes to the HSR Form. Among other things, the changes eliminated certain language about the filing fee to conform to previously published amendments to the associated Instructions, changed the form version dates from 2011/2012 to 2017, updated the minimum penalty for failure to file, and updated the Premerger Notification Office’s Constitution Center address.   82 FR 32123.

Staff anticipates that the Commission will issue a final rule by May 2018 that will clarify certain HSR Form instructions, correct DOJ’s physical delivery address, and allow for the notification of early terminations and second requests by email. Staff also anticipates sending a separate recommendation to the Commission by the summer of 2018 that would clarify the definition of foreign issuer in the HSR Rules. The current definition for US and Foreign persons and issuers focuses on three tests, one of which relates to the location of "principal offices". This term is not defined in the rules and this rulemaking would provide a definition.