On July 7, 2011, the Federal Trade Commission issued the most significant changes in decades to the premerger Notification and Report Form (the “Form”) required under the Hart-Scott Rodino Act. Under the new regime, companies will have substantially greater reporting requirements relating to their ownership of minority interests in other companies and enhanced requirements relating to reporting of revenue information. The new requirements also identify additional documents that will have to be provided with the filing regardless of whether there is any competitive overlap. While the revisions eliminate some antiquated requirements, such as providing historic revenue information, the new regulations likely will increase costs to filing companies. The regulations governing the new Form will become effective in approximately the middle of August, 30 days after they are published in the Federal Register.
Please join Mayer Brown attorneys Scott P. Perlman and Veronica N. Berger for a 30-minute teleconference as they discuss the changes to the HSR form and reporting requirements most likely to have a major impact on filing parties, including:
- Elimination of the requirement under Item 5 to provide base year revenue data and changes to reporting manufacturing revenue
- Addition of new Item 4(d) that expands the types of competition and synergies-related documents covered by Item 4(c)
- Expansion of shareholder and shareholdings reporting requirements in Items 6(b) and 6(c) to include non-corporate entities and holdings of “associates”
Scott P. Perlman
Veronica N. Berger
Listen to audio recording >>
Of Related Interest
Changes to Premerger Notification Reporting Requirements Could Add Costs and Complexity to Some Filings
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