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|FTC||RIN: 3084-AB46||Publication ID: Spring 2023|
|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 $111.4 million, which was effective on February 27, 2023. 88 FR 5004 (Jan. 26, 2023).
By September 2023, 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.
By December 2023, staff anticipates sending the Commission a recommendation for a proposed Rule on substantive HSR Form changes.
|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