DealLawyers.com Blog

In late June, I blogged about the significant changes proposed by the FTC and DOJ to the Hart-Scott-Rodino (HSR) Premerger Notification and Report Form. For more information on the substance of the proposal, this Mintz post excerpted below succinctly describes the changes:

The key proposed changes include expanded and new requirements to submit the following:

Transaction Information
– Details about transaction rationale and details surrounding investment vehicles or corporate relationships.
– Detailed transaction timeline.
– Existing agreements between the parties (including those that were in effect within the previous one year).

Competition Information
– Information and narratives related to products or services in both horizontal and non-horizontal business relationships such as supply agreements.
– More granular geographic information for certain overlaps.
– Expanded information on other acquisitions in the previous 10 years within the overlapping markets.
– Projected revenue streams.

Customer information.
– Document Submissions
– Expanded scope for “4c” and “4d” documents that analyze the competitive effects of the proposed transaction.
– Certain ordinary course documents.

Ultimate Parent and Controlled Entities Information
– Organizational charts for funds and limited partnerships.
– Identification of officers, directors, board observers, significant creditors, and holders of non-voting securities.
– Expanded minority shareholder information.

Labor Market Information
– Disclosure of information intended to identify labor market issues.
– Classification of employees by Standard Occupational Classification system categories.
– Workplace safety information.

Information on Subsidies from Foreign Governments or Entities of Concern
– Data required to fulfill the Merger Filing Fee Modernization Act of 2022.

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– Meredith Ervine