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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 $111.4 million, which was effective on February 27, 2023. 88 FR 5004 (Jan. 26, 2023).

The Commission has issued a proposed rulemaking on substantive HSR form changes, including implementing Congressionally-mandated reporting requirements on foreign subsidies. 88 FR 42178 (June 29, 2023). The extended public comment period closed on September 27, 2023. 88 FR 54256 (Aug. 10, 2023). Staff is reviewing the public comments.

Separately, by February 2024, staff anticipates that the Commission will issue a final rule to transition the HSR Form and Instructions to the new cloud-based, fully functional e-filing system.