� �+D@ 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 … Steps to Determine Whether to File 5. 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. Introductory Guide I (PDF) 2. 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. ��@ʀ�����Q 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]. 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 … PNO Statement on Escrows (PDF) 8. 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. �����.0t4@GCF�A, XM����x[H��F���q�`O�ӿ�3v?������e��L�`7+20>9 R���� ��_�����}�����(��f`��� FTC and DOJ Issue New HSR Rules and Form. %PDF-1.6 %���� 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. HSR FAQs 4. Label each DVD with the name of the person filing, the name of a These updates will make the process of submitting HSR filings easier, and more efficient. 1.0.2). Consequently, use of Internet Explorer is advised to download the form. C4 (rev.06/07/19) I . For manufacturing revenues, filing … endstream endobj 1243 0 obj <. If you have any problems with the functionality of the Form and would like assistance, please e-mail Robert Jones with the specific details. 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. Index of all HSR Enforcement Actions (PDF) 9. ministerial changes to the Rules, as well as necessary amendments to the HSR Form and Instructions to effect the proposed changes. 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 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. ... FTC Rule 4.9(c), and the General Counsel grants that request. h�b```�U,ry����ea�8(� ((0�D�N��]Sp��Ϭ*lyB�c�n�2������A��B�� By Allison A. Davis. Share This Page. July 19, 2011. 2018 Summer Brown Bag Summary (PDF) 11. h�bbd``b`���S8�`��Z@��H�+�.�"L��,��R)V��@b�/#K&�F����0 �� ? 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. The parties may not close their deal until the waiting period outlined in the HSR Act has passed, or the government has … Reporting Obligations of Not-for-Profit Combinations (PDF) 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. Visit the FTC website to read this NPRM and the news release describing it. 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 amended HSR Form and Instructions will continue to require the use of 6-digit NAICS industry codes for non-manufacturing revenues. FTC and DOJ Approve Procedural Changes to HSR Form Instructions June 25, 2018. 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). 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 … All other files must be in searchable PDF or MS Excel spreadsheet format and saved in color, if applicable. 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. These documents are presented in Adobe Acrobat format. %%EOF • The FTC modified the HSR Notification and Report Form for use beginning February 1. The Federal Trade Commission (FTC) recently published proposed amendments to the Hart-Scott-Rodino (HSR) rules, form, and instructions. Please read this Tip Sheet (v. 1.0.7) for filling out the dynamic Adobe HSR Form. FTC and DOJ Announce New HSR Form and Instructions 07.11.11. 1281 0 obj <>stream HSR Timeline (image) HSR Timing Considerations (blog post) 10. 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. 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. 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. The new HSR Form and HSR Rules are effective September 25, 2019. Under the Hart-Scott-Rodino ("HSR") Act, codified as Section 7A of the Clayton Act, 15 U.S.C. This includes the affidavit and certification. The official website of the Federal Trade Commission, protecting America’s consumers for over 100 years. The official website of the Federal Trade Commission, protecting America’s consumers for over 100 years. The Federal Trade Commission (FTC) recently published proposed amendments to the Hart-Scott-Rodino (HSR) rules, form, and instructions. The FTC amended the HSR Rules and the HSR Form’s filing instructions to incorporate the new 10-digit North American Product … The Form must be a searchable PDF document. Among other changes, the Form now requests a voluntary list of foreign antitrust authorities that will be notified of the transaction. 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. Facebook; Twitter; Linked-In; For Your Information. Withdraw/Refile Procedure Tip Sheet (PDF) 6. Corporate & Securities Alert. 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 … DATES: 1242 0 obj <> endobj 1. 2008 HSR Workshop Materials 7. Introductory Guide II (PDF) 3. The action was taken without public comment. 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. § 18a). August 19, 2010. 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 endstream endobj startxref Instructions to FTC Form . The HSR Form is used to report a proposed merger, acquisition, or similar transaction under the Hart-Scott-Rodino Antitrust Improvements Act. 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 The FTC and DOJ have announced final changes to the HSR filing rules. 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. 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). 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. Scott-Rodino Antitrust Improvements Act (“the Act” or “HSR”) to change the definition of “person” and create a new exemption. 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