On November 12, 2024, the Federal Trade Commission's (FTC) previously announced final rule expanding the scope of premerger filings under the Hart-Scott-Rodino (HSR) Act was formally published in the Federal Register. As a result, the new rules are set to take effect on February 10, 2025, and parties who anticipate submitting HSR filings on or after that date should prepare to allot significantly more time and resources to prepare HSR filings than they are likely accustomed to under the current rules. As we detailed in connection with the FTC's prior announcement, the new rules significantly broaden the scope of information and documentary materials required, including, among the most burdensome changes, requirements that filing parties:
- Describe any rationale for the transaction and submit any documents that confirm or discuss such rationale
- Disclose information concerning parties' board members and officers and their positions in other companies
- Disclose additional documents from the supervisor of each side's deal team (as opposed to only those documents prepared by or for officers and directors)
- Produce certain ordinary-course business plans and documents relating to competition, including key information about products and services under development that are not yet generating revenues
- Identify and describe business lines in which the parties to a transaction compete against each other
- Provide lists of top customers in areas of overlap between the parties
- Identify and describe certain supply relationships between the parties to the transaction
- Disclose more information related to minority ownership interests
As a result of these additional requirements, the FTC estimates that the average time required to prepare an HSR filing will increase by nearly threefold (from 37 to 105 hours), and by significantly more for transactions involving overlapping products or supply relationships. Notwithstanding this increased burden, the new rules do come with at least one potential bright side for HSR filers: following the final rule coming into effect, the FTC also announced that it will lift the categorical suspension of early termination of the statutory 30-day waiting period. Thus, for the first time since February 2021, for transactions without competition concerns, parties may be able to close before the 30-day waiting period runs (if early termination is requested and granted). For more information on the changes brought by the new rules and implications for merging parties, see here.
For more information and assistance with the HSR filing process, contact Paul Feinstein or Lisa Jose Fales in Venable's Antitrust Practice Group.