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|FTC||RIN: 3084-AB46||Publication ID: Spring 2022|
|Title: Premerger Notification Rules and Report Form|
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 $101 million, which was effective on February 23, 2022. 87 FR 3541 (Jan. 24, 2022).
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.
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.
By June 2022, staff anticipates that the Commission will issue a final rule to update the HSR Form and Instructions to the new cloud-based, e-filing system, which will eliminate paper filings.
|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 U.S.C. 18(a), Clayton Act|
|Regulatory Flexibility Analysis Required: No||Government Levels Affected: None|
|Small Entities Affected: No||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.|
|RIN Information URL: https://www.ftc.gov/news-events/press-releases/2020/09/ftc-doj-seek-comments-proposed-amendments-hsr-rules-advanced|
|RIN Data Printed in the FR: No|
|Related RINs: Related to 3084-AB32, Related to 3084-AA91, Related to 3084-AA23|
Robert L. Jones
Assistant Director, Premerger Notification Office, Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue NW,
Washington, DC 20580