The Hart-Scott-Rodino Act established the federal premerger notification program, which provides the FTC and the Department of Justice with information about large mergers and acquisitions before they occur. The parties to certain proposed transactions must submit premerger notification to the FTC and DOJ. Premerger notification involves completing an HSR Form, also called a “Notification and Report Form for Certain Mergers and Acquisitions,” with information about each company’s business. The parties may not close their deal until the waiting period outlined in the HSR Act has passed, or the government has granted early termination of the waiting period.
For more information about the program, read our Introductory Guides.
The FTC administers the premerger notification program, and the staff of the Premerger Notification Office is available to answer questions about how and when to file.
Many HSR practitioners have requested that we announce when an Informal Interpretation has been superseded in whole or in part. To that end, we have created a new page to list informal interpretations that no longer represent the position of the PNO. The new page will list superseded interpretations starting from January 1, 2019, onward. See the new page here: Superseded Informal Interpretations. (03/19/19)
The Commission has amended the Fiscal Year 2017 Hart-Scott-Rodino Annual Report to add two non-HSR matters that were inadvertently left out of the report when it was published in 2018. This brings the total number of merger enforcement actions in fiscal year 2017 to 23, with 15 final consent orders. The corrected 40th report can be found on the HSR Annual Reports page. (03/11/19).
Please check out our new blog post on HSR threshold adjustments and reportability for 2019. (03/07/19)
The 2019 HSR thresholds have been posted in the Federal Register and will be effective on April 3, 2019. ?Read the Commission announcement and the Federal Register entry. A blog post with tips on applying the new thresholds will be posted soon. ?(03/04/19).
Check out our new blog post: “Control no longer controlling for HSR reporting of not-for-profit combinations”.
Over the summer, the Premerger Notification Office held three brown bag meetings with experienced HSR practitioners. The meetings were an opportunity for the HSR bar to meet staff, share comments regarding the HSR process, and address any concerns or “big picture” policies. Over 50 attorneys from various law firms attended one of the three 60-90 minute sessions held in May, June, and July at the FTC’s Constitution Center. A summary of the brown bags, including the issues discussed and important guidance, has been added to the HSR Resources page and is now available here.
- IMPORTANT NOTE ON DOWNLOADING THE FILLABLE HSR FORM: Use of any browser other than Internet Explorer may result in an error message when clicking the PDF link Adobe Acrobat (HSR Form ver. 1.0.2). Consequently, use of Internet Explorer is advised to download the form. Alternatively, you can right click on the PDF link and select “Save link as” to download the PDF directly to your computer before opening it with Adobe. (10/18/18)
The Medicare Act filing instructions have been updated with DOJ’s current address. (08/07/18)
IMPORTANT NOTICE: Given the current high volume of HSR filings, it is even more important than usual to note when your filing is related to other filings as part of a larger transaction – for instance, a main transaction with a backside filing or a buyer making two acquisitions at the same time.
When you have related filings, please include in the cover letter and Item 3(a): THIS FILING SHOULD BE PROCESSED WITH RELATED FILINGS MADE BY [insert relevant other parties]. This will assist the PNO in the efficient and timely processing of your transaction. Thank you. (08/03/18)
IMPORTANT NOTICE: The Premerger Notification Office no longer accepts checks at the Constitution Center. This is true whether delivered by messenger or by mail. Please DO NOT send checks to the PNO. The Commission strongly discourages check payments, but if checks are used to pay filing fees, they must be sent to Financial Operations at the FTC HQ. See the Filing Fee Information page for full instructions. (07/26/18)
The DOJ Premerger Office has created a new, shared email address for all communications to DOJ relating to HSR filings. Send all email to [email protected]. (07/24/18)
Early Termination Notices data is now available to developers via our HSR Early Termination Notices API Endpoint. (06/28/18)
- The Commission, with the concurrence of DOJ, has amended the rules and the HSR Form Instructions to make them clearer and easier to apply, and to allow for the use of email in certain circumstances. These changes include clarifying §§ 801.1(b)(2), 802.1, 802.30(c), 802.41, 803.5(a)(1),803.11(c), 803.12(a)-(c) and 803.20(b). The Commission Notice can be found here.
Changes to the Form Instructions include updating the address of the DOJ Premerger Unit, and clarifying definitions and Items 3 through 7, among others. The new HSR Form Instructions can be found here. If you have any questions about the changes, please contact [email protected]. (06/25/18)
- PNO News Archive