Konkurencja i konsument · 8/20/2012

Premerger Notification; Reporting and Waiting Period Requirements

The Commission is proposing amendments to the premerger notification rules ("the Rules") to provide a framework for determining when a transaction involving the transfer of rights to a patent in the pharmaceutical, including biologics, and medicine manufacturing industry (North American Industry Classification System Industry Group 3254) ("pharmaceutical industry") is reportable under the Hart Scott Rodino Act ("the Act" or "HSR"). The Act and Rules require the parties to certain mergers and acquisitions to file reports with the Federal Trade Commission ("the Commission") and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice ("the Assistant Attorney General") (collectively, "the Agencies") and to wait a specified period of time before consummating such transactions. The reporting and waiting period requirements are intended to enable these enforcement agencies to determine whether a proposed merger or acquisition may violate the antitrust laws if consummated and, when appropriate, to seek a preliminary injunction in federal court to prevent consummation. This proposed rulemaking uses the concept of "all commercially significant rights"