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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 the Antitrust Division, 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 antitrust laws. These rules are continually reviewed in order to improve the program's effectiveness and 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 $90 million, which was effective April 3, 2019. 84 FR 7369 (March 4, 2019).

On June 27, 2019, the Commission amended the HSR Rules and the HSR Form’s filing instructions to incorporate the new 10-digit North American Product Classification System, or NAPCS, codes introduced by the Census Bureau, and the updated 6-digit North American Industry Classification System, or NAICS, codes. 84 FR 30595. As of September 25, 2019, filers submitting data on non manufacturing revenue were required to use 6-digit NAICS codes. Filers submitting data on manufacturing revenue are now required to use new 10-digit NAPCS codes.

During September of 2019, staff forwarded a recommendation to the Commission that proposes clarifying the definition of foreign issuer in the HSR Rules. The current definition for U.S. 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; this rulemaking would provide a definition.