• FTC Proposes Changes to HSR Premerger Notification Form
  • August 26, 2010 | Author: Adam J. Biegel
  • Law Firm: Alston & Bird LLP - Atlanta Office
  • The Federal Trade Commission announced last Friday proposed changes to the form of premerger notification that must be filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and related rules and instructions. According to the FTC’s press release, the changes are “designed to streamline the form and focus on the information most needed by the [FTC and DOJ] in their initial merger review.” The FTC also believes the changes will make the notification process more efficient and the form easier to complete.

    The dozens of proposed changes will be detailed in the Federal Register and include such changes as:

    • deleting the requirement that filing parties provide their most recent regularly prepared balance sheets, although annual reports and audit reports will still be required,

    • adding a new item 4(d), clarifying certain specific competition-related documents helpful to the agencies’ review that must be filed, such as offering memoranda, materials prepared by investment bankers and other third-party advisers, and documents discussing synergies and efficiencies,

    • eliminating the need to provide historical “base year” revenues (which often was difficult for parties to compile) while expanding information required concerning revenue for the most recently completed year as well as products manufactured abroad and sold in the U.S., and

    • expanding the information required concerning the minority holdings and certain revenues of entities “associated with" but not controlled by the filing parties (a change that will increase the compliance burden for certain families of investment funds).

    Public comments on the proposed changes will be accepted until October 18, 2010.