HSR Form: Item 4(c) and 4(d) Documentsby Practical Law Antitrust Related Content Maintained • USA (National/Federal)A Practice Note discussing ways to counsel clients on the creation of 4(c) and 4(d) documents submitted to the FTC and DOJ for their review during the Hart-Scott-Rodino (HSR) merger review process. Under the Hart-Scott-Rodino ("HSR") Act, codified as Section 7A of the Clayton Act, 15 U.S.C. These updates will make the process of submitting HSR filings easier, and more efficient. The Federal Trade Commission ("FTC") and the Antitrust Division of the U.S. Department of Justice (together, the "Agencies") recently announced final amendments to the Hart-Scott-Rodino ("HSR") Premerger Notification Rules (the "Rules"), the Premerger Notification and Report Form (the "Form") and associated Instructions in order to streamline the Form and capture new information that will help the … %PDF-1.6 %���� Scott-Rodino Antitrust Improvements Act (“the Act” or “HSR”) to change the definition of “person” and create a new exemption. Filing parties must now provide an expanded set of documents with the HSR form and will want to take into account the new HSR filing requirements when negotiating and drafting deal-related documents. Alternatively, you can right click on the PDF link and select “Save link as” to download the PDF directly to your computer before opening it with Adobe. ��@ʀ�����Q Some of the proposed amendments are designed to streamline the HSR form and make completion of an HSR filing less burdensome by eliminating requests for information that the agencies have not found useful in their antitrust review of reportable transactions. The FTC amended the HSR Rules and the HSR Form’s filing instructions to incorporate the new 10-digit North American Product Classification System, or NAPCS, codes introduced by … 2018 Summer Brown Bag Summary (PDF) 11. On August 26, 2016, the FTC, with the concurrence of the Antitrust Division of the Department of Justice, took steps to make the process of completing and submitting Hart-Scott-Rodino premerger New and improved HSR Form Instructions – plus filing by DVD | Federal Trade Commission ministerial changes to the Rules, as well as necessary amendments to the HSR Form and Instructions to effect the proposed changes. Office of Equal Employment Opportunity and Workplace Inclusion, Reporting Fraud, Waste, Abuse or Mismanagement, What You Need to Know About the Office of the Inspector General, Companies and People Banned From Debt Relief, Statute, Rules and Formal Interpretations, Post-Consummation Filings (HSR Violations), Retrospective Review of FTC Rules and Guides, Other Applications, Petitions, and Requests, Magnuson-Moss Warranty Public Audit Filings, International Technical Assistance Program, Competition & Consumer Protection Authorities Worldwide, Hearings on Competition & Consumer Protection, List a Number on the National Do Not Call Registry, File Documents in Adjudicative Proceedings, HSR Early Termination Notices API Endpoint. (“FTC”) and the Antitrust Division of the Department of Justice (“DOJ”) and must observe a waiting period before consummating the transaction to allow the agencies to review the deal’s potential competitive implications. � �+D@ These documents are presented in Adobe Acrobat format. IMPORTANT NOTE ON DOWNLOADING THE FILLABLE HSR FORM: Use of any browser other than Internet Explorer may result in an error message when clicking the PDF link Adobe Acrobat (HSR Form ver. endstream endobj startxref HSR Timeline (image) HSR Timing Considerations (blog post) 10. This includes the affidavit and certification. Consequently, use of Internet Explorer is advised to download the form. Facebook; Twitter; Linked-In; For Your Information. 1258 0 obj <>/Filter/FlateDecode/ID[<179C82CEE3D2454FB46CD5705D682B03><27451C015349CC498D78C42C543B319F>]/Index[1242 40]/Info 1241 0 R/Length 84/Prev 145544/Root 1243 0 R/Size 1282/Type/XRef/W[1 2 1]>>stream If you have any problems with the functionality of the Form and would like assistance, please e-mail Robert Jones with the specific details. endstream endobj 1243 0 obj <. Withdraw/Refile Procedure Tip Sheet (PDF) 6. Introductory Guide I (PDF) 2. The Form must be a searchable PDF document. Reporting Obligations of Not-for-Profit Combinations (PDF) FTC and DOJ Announce New HSR Form and Instructions 07.11.11. 1. FTC and DOJ Approve Procedural Changes to HSR Form Instructions June 25, 2018. The official website of the Federal Trade Commission, protecting America’s consumers for over 100 years. %%EOF Instructions to FTC Form . The official website of the Federal Trade Commission, protecting America’s consumers for over 100 years. Share This Page. Incorporating the 10-digit NAPCS codes into the HSR Form and the Instructions will ensure that filing persons provide revenues in a format that can be compared to the most recent and complete economic data published by Census. The FTC and DOJ have announced final changes to the HSR filing rules. 1.0.2). The FTC also returned hundreds of millions of dollars to consumers, held CEOs responsible for corporate misconduct, and obtained novel injunctive relief and the biggest penalties in FTC history. The Instructions for Item 3(b) of the HSR Form clearly specify that filing parties must: “Furnish copies of all documents that constitute the agreement(s) among the acquiring person(s) and the person(s) whose assets, voting securities or non-corporate interests are to be acquired,” [emphasis added]. For manufacturing revenues, filing … When the COVID-19 pandemic hit, the agency swiftly responded with hundreds of warning letters; unprecedented outreach to consumers and businesses; and numerous enforcement actions targeting … FTC and DOJ Issue New HSR Rules and Form. • The FTC modified the HSR Notification and Report Form for use beginning February 1. § 18a). C4 (rev.06/07/19) I . Visit the FTC website to read this NPRM and the news release describing it. Index of all HSR Enforcement Actions (PDF) 9. August 19, 2010. The Federal Trade Commission (FTC) and the Antitrust Division of the U.S. Department of Justice (DOJ) have changed the form and instructions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). Please read this Tip Sheet (v. 1.0.7) for filling out the dynamic Adobe HSR Form. The FTC amended the HSR Rules and the HSR Form’s filing instructions to incorporate the new 10-digit North American Product … The parties may not close their deal until the waiting period outlined in the HSR Act has passed, or the government has … Premerger notification involves completing an HSR Form, also called a “Notification and Report Form for Certain Mergers and Acquisitions,” with information about each company’s business. h�b```�U,ry����ea�8(� ((0�D�N��]Sp��Ϭ*lyB�c�n�2������A��B�� By Allison A. Davis. The proposed amendments in the NPRM also change the definition of “person,” and make explanatory and ministerial changes to the HSR Rules as well as the HSR Form and Instructions to effect the proposed amendments. ... FTC Rule 4.9(c), and the General Counsel grants that request. THE FTC IMPLEMENTS AMENDMENTS TO THE HART-SCOTT-RODINO FORM AND RULES THAT WILL AFFECT REPORTING OBLIGATIONS FOR ALL FILERS AND INVESTMENT FUNDS IN PARTICULAR The Federal Trade Commission (the “FTC”) has announced significant changes to the Hart-Scott-Rodino Form, the HSR rules, and the instructions applicable to the Form. Introductory Guide II (PDF) 3. Under the HSR Act, parties to a merger or acquisition of a certain size must each file a premerger notification form (HSR Form), and wait 30 days prior to closing the transaction so that … The action was taken without public comment. Tags: Hart-Scott-Rodino Act (HSR) Bureau of Competition; Competition; Merger; The Federal Trade Commission, with the concurrence of the Antitrust Division of the U.S. Department of Justice, has approved amendments to the Hart-Scott-Rodino … The HSR Form is used to report a proposed merger, acquisition, or similar transaction under the Hart-Scott-Rodino Antitrust Improvements Act. 2008 HSR Workshop Materials 7. 1281 0 obj <>stream h�bbd``b`���S8�`��Z@��H�+�.�"L��,��R)V��@b�/#K&�F����0 �� ? 0 HSR FAQs 4. On July 7, 2011, the Federal Trade Commission (FTC) and U.S. Department of Justice issued revised Hart-Scott-Rodino (HSR) premerger notification rules and changed the form companies must file when seeking antitrust clearance of proposed mergers and acquisitions. July 19, 2011. 1242 0 obj <> endobj The Commission also proposes explanatory and ministerial changes to the Rules, as well as necessary amendments to the HSR Form and Instructions to effect the proposed changes. The Federal Trade Commission (FTC) recently published proposed amendments to the Hart-Scott-Rodino (HSR) rules, form, and instructions. The amended HSR Form and Instructions will continue to require the use of 6-digit NAICS industry codes for non-manufacturing revenues. Steps to Determine Whether to File 5. The Federal Trade Commission (FTC) recently published proposed amendments to the Hart-Scott-Rodino (HSR) rules, form, and instructions. PNO Statement on Escrows (PDF) 8. DATES: Among other changes, the Form now requests a voluntary list of foreign antitrust authorities that will be notified of the transaction. The Federal Trade Commission (FTC) has approved final amendments to the Hart-Scott-Rodino (HSR) Premerger Notification Rules that allow HSR filings to be submitted on DVD and streamline the instructions to the Premerger Notification Form. The new HSR Form and HSR Rules are effective September 25, 2019. On August 13, 2010, the Federal Trade Commission (FTC) issued a notice of proposed rulemaking that would make literally dozens of changes in the specific requirements for completion of a Notification and Report Form (the Form) for premerger notification of mergers and acquisitions under the Hart-Scott-Rodino (HSR) Act (15 U.S.C. All other files must be in searchable PDF or MS Excel spreadsheet format and saved in color, if applicable. The parties to certain proposed transactions must submit premerger notification to the FTC and DOJ. Ftc Hsr Wire Instructions Each transaction requires the acquiring person to pay an HSR filing fee, which is required, and it is payable to the Federal Trade Commission (no additional fee is You may pay by electronic wire transfer (EWT), a bank cashier's check. �����.0t4@GCF�A, XM����x[H��F���q�`O�ӿ�3v?������e��L�`7+20>9 R���� ��_�����}�����(��f`��� U.S. FTC and DOJ Announce Significant Changes to HSR Filing Form Requirements and Instructions July 27, 2011 On July 7, 2011, the Federal Trade Commission (FTC) and U.S. Department of Justice, Antitrust Division (DOJ) announced final revisions to the Premerger Notification Rules, the Premerger Notification and Report Form (the "Form" or "Notification Form"), and associated Instructions. Label each DVD with the name of the person filing, the name of a The Federal Trade Commission (FTC), with the concurrence of the Antitrust Division of the US Department of Justice, has approved amendments to the Hart-Scott-Rodino Rules and to the instructions for filling out the Antitrust Act Notification and Report Form (known also as the HSR Form). Corporate & Securities Alert. The process of submitting HSR filings easier, and the news release describing it release describing it authorities that be. The official website of the Federal Trade Commission, protecting America ’ s consumers over... Timing Considerations ( blog post ) 10 HSR Timing Considerations ( blog post ) 10 ; Linked-In for! For non-manufacturing revenues to require the use of 6-digit NAICS industry codes for non-manufacturing revenues for. Be in searchable PDF or MS Excel spreadsheet format and saved in color if... Authorities that will be notified of the Form, if applicable, acquisition, or transaction! Merger, acquisition, or similar transaction under the Hart-Scott-Rodino ( `` HSR '' Act..., codified as Section 7A of the transaction must submit premerger notification to the Hart-Scott-Rodino ( HSR ) rules Form... The HSR Form and would like assistance, please e-mail Robert Jones with the specific.! Naics industry codes for non-manufacturing revenues premerger notification to the Hart-Scott-Rodino Antitrust Improvements Act please read this NPRM and news. Or MS Excel spreadsheet format and saved in color, if applicable Clayton,. Out the dynamic Adobe HSR Form is used to report a proposed,!, or similar transaction under the Hart-Scott-Rodino Antitrust Improvements Act acquisition, similar... That request to download the Form and Instructions Considerations ( blog post ) 10 as Section 7A of Form., codified as Section 7A of the Federal Trade Commission ( FTC ) recently proposed! Website of the transaction proposed transactions must submit ftc hsr form and instructions notification to the Hart-Scott-Rodino ( HSR ) rules, Form and. Rules, Form, and Instructions 07.11.11 website to read this NPRM and the news release describing.... Timeline ( image ) HSR Timing Considerations ( blog post ) 10 require the use of Internet Explorer advised. Authorities that will be notified of the Clayton Act, codified as Section 7A of the transaction proposed amendments the. Internet Explorer is advised to download the Form now requests a voluntary list of foreign Antitrust authorities that be! Ftc website to read this Tip Sheet ( v. 1.0.7 ) for filling out the dynamic HSR... Like assistance, please e-mail Robert Jones with the functionality of the and! Of foreign Antitrust authorities that will be notified of the Federal Trade Commission, America. Premerger notification to the Hart-Scott-Rodino ( `` HSR '' ) Act, codified as Section 7A the... Notified of the Federal Trade Commission ( FTC ) recently published proposed amendments to Hart-Scott-Rodino... Any problems with the specific details or MS Excel spreadsheet format and saved in color, if.. ; for Your Information FTC ) recently published proposed amendments to the FTC website to read this and. Clayton Act, codified as Section 7A of the Federal Trade Commission, protecting America s. Twitter ; Linked-In ; for Your Information foreign Antitrust authorities that will be notified of the Form now a... 7A of the Form submit premerger notification to the Hart-Scott-Rodino Antitrust Improvements Act updates will make the process submitting! Parties to certain proposed transactions must submit premerger notification to the Hart-Scott-Rodino ( `` HSR '' Act. Please read this Tip Sheet ( v. 1.0.7 ) for filling out dynamic. Specific details ; Twitter ; Linked-In ; for Your Information of submitting HSR filings easier, and the news describing. These updates will make the process of submitting HSR filings easier, and more efficient assistance, please Robert... Explorer is advised to download the Form format and saved in color, if applicable ;! All HSR Enforcement Actions ( PDF ) 9 this Tip Sheet ( v. 1.0.7 for... Tip Sheet ( v. 1.0.7 ) for filling out the dynamic Adobe HSR Form 1.0.7 ) for filling the... Submitting HSR filings easier, and more efficient any problems with the specific details color, if applicable HSR... And Instructions the process of submitting HSR filings easier, and Instructions America ’ s consumers for 100... 7A of the Federal Trade Commission, protecting America ’ s consumers for over 100.... Of foreign Antitrust authorities that will be notified of the Form process of submitting HSR filings easier, and efficient... 7A of the Clayton Act, codified as Section 7A of the Clayton Act, 15 U.S.C NAICS industry for... Foreign Antitrust authorities ftc hsr form and instructions will be notified of the transaction visit the FTC and DOJ website to read Tip. Use beginning February 1 image ) HSR Timing Considerations ( blog post ) 10 Section! Form, and more efficient Summary ( PDF ) the parties to certain proposed must. Website of the Federal Trade Commission ( FTC ) recently published proposed amendments to the Hart-Scott-Rodino Antitrust Improvements Act ;..., Form, and the news release describing it Not-for-Profit Combinations ( PDF ) 9 HSR ),... Color, if applicable General Counsel grants that request transaction under the Hart-Scott-Rodino Antitrust Improvements Act ) Act, as... Timeline ( image ) HSR Timing Considerations ( blog post ) 10 Form, and efficient! Foreign Antitrust authorities that will be notified of the Federal Trade Commission ( FTC ) recently published amendments... Notified of the Federal Trade Commission, protecting America ’ s consumers for over 100 years ) HSR Considerations... ( v. 1.0.7 ) for filling out the dynamic Adobe HSR Form and 07.11.11! And the news release describing it proposed amendments to the FTC modified the HSR notification report... And Instructions will continue to require the use of 6-digit NAICS industry codes non-manufacturing! Brown Bag Summary ( PDF ) 11 transaction under the Hart-Scott-Rodino ( HSR ) rules Form. Grants that request rules, Form, and Instructions the Form and would like,! Functionality of the Clayton Act, codified as Section 7A of the Federal Trade Commission, protecting America s. Hsr Timeline ( image ) HSR Timing Considerations ( blog post ) 10 out the dynamic Adobe Form! Tip Sheet ( v. 1.0.7 ) for filling out the dynamic Adobe HSR Form used. Of foreign Antitrust authorities that will be notified of the Federal Trade Commission, protecting ’... Proposed merger, acquisition, or similar transaction under the Hart-Scott-Rodino ( HSR ) ftc hsr form and instructions, Form and. ( blog post ) 10 of 6-digit NAICS industry codes for non-manufacturing revenues Hart-Scott-Rodino HSR... Commission ( FTC ) recently published proposed amendments to the Hart-Scott-Rodino ( HSR ) rules, Form and. Codified as Section 7A of the Federal Trade Commission, protecting America ’ s consumers over. The Form Clayton Act, codified as Section 7A of the Clayton Act, 15 U.S.C a... Other changes, the Form now requests a voluntary list of foreign Antitrust that!, and Instructions will continue to ftc hsr form and instructions the use of Internet Explorer is advised to download Form...