Proposed Amendments Aim to Transform HSR Review Process: Practical Implications for Your Transaction

July 2023
Region: Americas

On June 29, 2023, the Federal Trade Commission (FTC), in concurrence with the Antitrust Division of the US Department of Justice (DOJ) (collectively, “antitrust agencies”), issued a Notice of Proposed Rulemaking to amend the Hart-Scott- Rodino Antitrust Improvements Act of 1976 (HSR) Rules, Form and Instructions. Under the HSR Act, the FTC and DOJ must be notified before mergers, acquisitions and other transactions that meet certain monetary thresholds are consummated. The proposed amendments, which reflect the FTC’s first top-to- bottom review of the HSR Form and Instructions since the 1970s, would substantially increase the amount of information companies would need to submit to the antitrust agencies. The FTC conservatively estimates that 45% of HSR filings would require an additional 222 hours to prepare and 55% may require an additional 12 hours.