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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 $92 million, which was effective on March 4, 2021. 86 FR 7870 (Feb. 2, 2021).

On October 31, 2019, the Commission issued a Notice of Proposed Rulemaking that proposed clarifying the definition of foreign issuer in the HSR Rules. 84 FR 58348 (Oct. 31, 2019). 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.” But the term "principal offices" is not defined in the rules; this rulemaking would provide a definition. The deadline for providing public comments closed on December 30, 2019. Staff anticipates Commission action by December 2021.

On December 1, 2020, the Commission issued an Advance Notice of Proposed Rulemaking (ANPRM) that initiated periodic review of the HSR Rules as part of the Commission's systematic review of all current Commission rules and guides. 85 FR 77042 (12/01/2020). The Commission sought comment on whether the Rules are still serving their intended purpose or if they need to be amended, eliminated, or supplemented through questions on seven topics. Answers to questions on these topics will provide information that may facilitate drafting of new or revised rules. The comment period closed on February 1, 2021. Staff is now reviewing the comments. 

On December 1, 2020, the Commission issued an NPRM that proposes to require filers to disclose additional information about their associates and to aggregate acquisitions in the same issuer across those entities. 85 FR 77053. The NPRM also proposes to exempt the acquisition of 10 percent or less of an issuer’s voting securities unless the acquiring person already has a competitively significant relationship with the issuer. In the timetable below, this is referred to as NPRM (De Minimis and Aggregation). The comment period closed on February 1, 2021. Staff is now reviewing the comments.

Staff also anticipates that the Commission will issue one additional NPRM during the second half of 2021 to seek comment on proposed changes to the Rules to modify definitions, extend by 30 days the one year period for parties to complete their acquisition in certain circumstances, and make other explanatory and ministerial changes to the Rules as well as the HSR Form and Instructions to effect the proposed changes. In the timetable below, this is referred to as NPRM (803.7 - Reporting and Waiting Period Requirements).