The Justice Department's Antitrust Division has announced its agreement with the Federal Trade Commission's (FTC) decision to finalize changes to the premerger notification form and related instructions. These changes, which also affect the premerger notification rules under the Hart-Scott-Rodino (HSR) Act, represent the first significant update to the HSR form since 1978.
The new rule was developed following a comprehensive public comment process. It aims to address critical information gaps that have hindered both the Justice Department and FTC during merger reviews. The updates are designed to make initial reviews more efficient and effective by providing better information at the start of the merger review process.
"Access to better information at the beginning of the merger review process ensures that the antitrust agencies can devote our resources to the most important issues and reduces the burden on filers, third parties, and other market participants," said Assistant Attorney General Jonathan Kanter of the Justice Department’s Antitrust Division. "I’m grateful to the Commissioners who have worked diligently to evaluate the public comments to develop an excellent rule."
Under current regulations, parties involved in certain mergers and acquisitions must submit premerger notification forms detailing aspects of their proposed deals and business operations. This information allows for a quick assessment—typically within 30 days—to identify transactions that may breach antitrust laws.
The revised HSR form includes requests reflecting substantial changes in global markets and merger practices over recent decades. These additions aim to streamline initial reviews, potentially allowing some mergers to be evaluated without further investigation or additional data requests.
By reducing reliance on third-party input—often from small businesses—the final rule alleviates some burdens previously placed on these entities. The updated requirements are expected to lower costs for filing parties while ensuring regulatory bodies receive necessary information for effective oversight.
The final rule will take effect 90 days after its publication in the Federal Register.
