The FTCs Proposed HSR Changes: What They Mean for Dealmakers

The sweeping revisions proposed by the US Federal Trade Commission (FTC) to the premerger Hart-Scott-Rodino Act (HSR) notification rules would be the most significant change in the 45-year history of the program. The unequivocal result of the proposed rules would be increased burden. Even simple no-issues transactions—for example, transactions involving a private equity acquirer where there are no overlaps between the portfolio of the acquirer and the activities of the target firm—will require a substantial investment in filing preparation and will add extra time to the merger clearance process. In this Legal Update, we provide a summary of the proposal, the FTC’s rationale for it, and considerations for what the new rules, once implemented, would mean for deal teams.