Sweeping Changes to the Hart-Scott-Rodino (HSR) Filing Rule

On October 10, the Federal Trade Commission announced the final rule implementing a comprehensive revision to the requirements governing the filing of premerger notifications by constituent parties engaged in a transaction that meets the jurisdictional thresholds under the Hart-Scott-Rodino Act. The new rule, with accompanying forms and instructions, will become effective by mid-January 2025 (absent judicial intervention).

While the new rule does not affect who must file or change the jurisdictional tests to determine which transactions are reportable, the filing process will require parties seeking HSR clearance to prepare and submit to the FTC and DOJ notification reports incorporating a substantial increase in the nature and amount of information compared to the current HSR filing regime.

In our latest Client Alert, our transactional HSR lawyers – Peter Anglum and Matthew Der Manuelian – discuss the more significant changes in the new rule that will make the compliance process more burdensome, time consuming and expensive. Early assessment of potential anticompetitive risks that may be inherent in a combination transaction will be critical to managing a successful process.

Read more in our Client Alert below.