Exploring the “New Frontier” of HSR Filings: Key Takeaways on the FTC’s Most Impactful Proposed Changes
August 7, 2023
O’Melveny’s Antitrust & Competition Practice hosted a webinar series to discuss new rules proposed by the Federal Trade Commission on June 27, 2023, that would dramatically increase the scope and burden for parties reporting transactions under the Hart-Scott-Rodino (HSR) Act.
Over the four sessions, our panelists explored the most significant changes to the proposed requirements, including:
- Enhanced document-production requirements – how the proposed rule broadens the scope of the transaction-related documents to be submitted with HSR filings along with the new requirement to produce ordinary course strategic plans;
- Competition analysis and impact of the required discussion of actual and potential overlaps – the detailed information merging parties could be required to provide in narrative form about how the merging parties currently interact and where they might potentially compete in the future;
- Implications for private equity transactions and M&A deal timelines – how the proposed changes could affect which deal documents are produced to the agencies, the disclosure of information and agreements related to third-parties and affiliated entities, and how the timeline for closing transactions might be delayed; and
- New focus on competition in labor markets – the information parties would be required to provide and also consider how these proposed changes complement the agencies’ other initiatives designed to protect competition in labor markets.
O’Melveny regularly advises clients on issues relating to the HSR Act, including compliance with HSR Act-related rules. Our antitrust team is well-positioned to assist clients with developing and implementing a strategy to submit comments on these proposed rules and with understanding and complying with the new rules once finalized. Our analysis on the most recent merger regulatory developments is provided below.
Proposed Overhaul of HSR-Filing Process Will Lengthen Deal Timelines and Likely Lead to More Agency Investigations
June 29, 2023
FTC Announces New 2023 HSR Reporting Thresholds and Filing Fees
January 24, 2023
For more details on these materials, or on merger developments more broadly, contact one of our panelists or a member of the Antitrust & Competition Practice.