On June 27, 2023 the United States Federal Trade Commission (“FTC”) and the United States Department of Justice (“DOJ”) announced proposed changes to the pre-merger notification process under the Hart-Scott-Rodino Act (the “HSR Act”). These proposed changes were published on June 29, 2023.

By way of background, the HSR Act is federal legislation that requires merging parties to report transactions to the FTC and DOJ (together, the “US Agencies”) if the transaction meets certain monetary thresholds. Currently, when notifying a transaction under the HSR Act, parties need to supply relatively basic information, including information about the transaction, their respective businesses (including their subsidiaries, revenues and shareholders) and the competitive overlaps between their respective businesses. Merging parties may not close a notifiable transaction until a 30-day statutory waiting period (15 days in the case of a cash tender offer or a bankruptcy) expires or is terminated.Continue Reading FTC and DOJ Propose Changes to US Merger Filing Process