Premerger Notification; Reporting and Waiting Period Requirements

Résumé

The Federal Trade Commission ("FTC" or "Commission"), with the concurrence of the Assistant Attorney General, Antitrust Division, Department of Justice ("Assistant Attorney General" or "Antitrust Division") (together the "Agencies"), is issuing this final rule and Statement of Basis and Purpose ("SBP") to amend the Premerger Notification Rules (the "Rules") that implement the Hart-Scott-Rodino Antitrust Improvement Act ("the HSR Act" or "HSR"), including the Premerger Notification and Report Form for Certain Mergers and Acquisitions ("Form") and Instructions to the Notification and Report Form for Certain Mergers and Acquisitions ("Instructions"). The final rule requires parties to transactions that are reportable under the HSR Act to provide documentary material and information that are necessary and appropriate for the Agencies to efficiently and effectively conduct an initial assessment to determine whether the transaction may violate the antitrust laws and whether to issue a Request for Additional Information ("Second Request") as provided by the HSR Act. In addition, the final rule implements certain requirements of the Merger Filing Fee Modernization Act of 2022 ("Merger Mode