New Final Rules for Hart-Scott-Rodino Deals: Increased Timelines and Reporting Burdens for Merging Parties
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Antitrust
- event Date
Thursday, November 14, 2024
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will discuss the Federal Trade Commission's (FTC’s) recent release of its much-anticipated final rulemaking significantly impacting the reporting requirements for mergers and acquisitions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The panel will review the key changes and implications of the new rules and provide practical guidance for preparing HSR filings once the rule becomes effective.
Ms. Hanger is a seasoned healthcare law, biosciences, and antitrust attorney. Her antitrust experience covers a variety of industries with a particular focus on healthcare antitrust matters. Ms. Hanger assists clients with a variety of antitrust matters. She advises clients on pricing, distribution, mergers and acquisitions, joint ventures, and Hart–Scott–Rodino premerger notification filings.
Mr. Smith is a member of the firm’s Antitrust & Trade Regulation practice, focusing on representing clients in government review of mergers and acquisitions, civil and criminal government investigations, civil antitrust litigation, and antitrust counseling. He has represented parties in all stages of merger clearance, including pre-merger counseling and filing under the Hart-Scot-Rodino (HSR) Act, representation before the U.S. Department of Justice, Antitrust Division, and the Federal Trade Commission, and merger litigation. Prior to joining the firm, Mr. Smith practiced antitrust law at a Washington, DC law firm and was a trial attorney in the Defense, Aerospace, and Industrials section of DOJ’s Antitrust Division, where he investigated and analyzed mergers and acquisitions in a wide variety of industries, including telecommunications, banking, aeronautics, defense, and mining.
On October 10, 2024, the FTC, with the concurrence of the Antitrust Division of the Department of Justice, adopted new rules that dramatically change the merger filing process in the U.S. for HSR-reportable deals. The new rules, effective 90 days after their publication in the Federal Register, require merging parties to provide significantly more information and new categories of documents than are currently required on the HSR form. Although the new rules are less burdensome than the FTC’s June 2023 proposed rules, these new requirements are expected to lengthen the time necessary to fill out the HSR form and will alter how the FTC and DOJ conduct initial investigations into transactions.
The reforms are wide-ranging, and require, among other items: (1) additional transaction documents from each merging party’s deal team as well as certain high-level business and strategic plans; (2) a description of the business lines of each filer to reveal existing areas of competition between the merging firms (including for products and services that are in development) and supply relationships between the merging firms; and (3) disclosure of certain minority investors in the buying entity and other entities within its ownership structure.
Listen as our authoritative panel analyzes the new rules and their implications on future HSR-reportable deals. The panel will also provide steps firms considering transactions should take to proactively prepare for these new requirements.
- Brief overview of current HSR requirement
- Why the FTC issued the new rule
- Key changes and implications of the new rule on buyers and sellers to a transaction
- Key changes and implications of the new rule on third parties
- Steps companies contemplating transactions may choose to take immediately to streamline compliance with the new rules
- How the new rule may impact FTC and DOJ merger enforcement
The panel will review these and other important issues:
- What is the current threshold for HSR pre-notification and the initial notice period?
- When must different transactions be aggregated in calculating the total amount of a transaction?
- What information is required to be included in the notification?
- What additional information might the agencies request from parties and in what time frame?
- How will the new proposed premerger notification rules, if made final, impact deals going forward?
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