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Firm Memoranda

FTC and DOJ Propose Major Changes to HSR Form

Date: 07/12/23

The Federal Trade Commission (“FTC”), with the concurrence of the Antitrust Division of the U.S. Department of Justice (“DOJ”), has proposed dramatic changes to the premerger notification form and instructions, as well as related rules implementing the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”). These proposed changes if implemented will substantially increase the time required to prepare notifications under the HSR Act. The notice of proposed rulemaking1 proposes requirements to provide detailed information about filing parties’ corporate structure, ordinary course documents that discuss strategy and competition, an explanation of the competitive dynamics of the proposed transaction, information about labor markets, and information about foreign subsidies received by either of the parties. Public comment on these proposed rules will be open until August 28, 2023.

CGR Memo - FTC and DOJ Propose Major Changes to HSR Form.pdf (pdf | 227.38 KB )