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The Commissioners of the Federal Trade Commission (FTC) have voted unanimously to issue a final rule1 developed by both the Antitrust Division of the US Department of Justice (DOJ) and the FTC (collectively, the “Agencies”), updating the Premerger Notification Rules (“Rules”) that implement the Hart Scott Rodino Antitrust Improvement Act (“HSR Act”), including substantial changes to the HSR Form.
The much-anticipated final changes to the HSR Rules and Form, which received significant criticism and pushback after publication in June 2023, represent a significant step back from the more sweeping overhaul initially proposed. Nevertheless, the final rule would materially increase parties’ HSR compliance burden.
As reflected in the statements from the Commissioners accompanying the release of the final rule, substantial changes to the proposed rule were made to address concerns raised in hundreds of public comments and in acknowledgment of the possible legal challenges to the final rule. The changes seemingly were necessary to accommodate the views of the FTC’s two Republican Commissioners, neither of whom participated in formulating the changes initially proposed.
The final rule will not be implemented until 90 days after publication in the Federal Register (likely in or around January 2025), which provides time for the public to prepare for the new filing requirements. Any legal challenges to the final rule likewise may affect the effective date. Separately the FTC noted that additional guidance on compliance with the new requirements will be forthcoming. We will monitor and share news on the FTC’s guidance and track any legal challenges to the final rule as well.
1 Available at https://www.ftc.gov/system/files/ftc_gov/pdf/p110014hsrfinalrule.pdf.
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