As we reported on Oct. 11, the Federal Trade Commission (FTC) and Department of Justice (DOJ) announced the final HSR (Hart-Scott-Rodino Antitrust Improvements Act of 1976) rules and form changes on Oct. 10, which will impact all filers. While the “new” HSR rules appear much less daunting than the draft rules that were released in June 2023, the changes are still significant.  

HSR is the law that requires parties to notify the FTC and DOJ Antitrust Division in the event of large mergers, acquisitions, joint ventures, and other corporate transactions before their deals are consummated. Filing parties must typically wait 30 days after filing HSR forms before their deals can close. The FTC issued a Notice of Proposed Rulemaking (NPRM) to overhaul the HSR process in June 2023. To put it mildly, the proposed changes were massive, and a relatively straightforward process was poised to become significantly more time-consuming and expensive.
 

Clients will need to provide information not previously required, and practitioners must adapt to a new form, instructions, and information requests. All of this will take time, and the 90-day period before the rules take effect (currently estimated to be mid-January 2025) will be spent studying the changes and planning for readiness. 
 

Some of the changes are minor, while others are major and bound to increase the time spent on filings and the expense of preparing them. Some changes will also require a fair amount of advanced planning, including translations of all foreign language documents submitted with filings. Our general assessment is that sellers should have an easier time of it than buyers, with “easier” being a relative term, as nothing will be easier as we acclimate to a new world.  

Read more here about how sellers will be impacted by the new rules and stay tuned for more analysis on changes buyers will see.