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Hart-Scott-Rodino Update; Revised Premerger Notification and Report Firm Issued by FTC and DOJ

07.13.11

Nearly a year after requesting comments on proposed changes to the Hart-Scott-Rodino premerger notification and report form, the Federal Trade Commission and Department of Justice today published the final version of the new form and related final rules. The new form can be found at this link. Anyone making a premerger filing on or after Monday, August 8, 2011 will be required to use the new form.

The revised form deletes several categories of information that the agencies believe have proven unnecessary in a preliminary merger review. Copies of documents filed with the Securities and Exchange Commission, 2002 revenue information broken down by industry type and detailed breakdowns of voting securities to be acquired will no longer be required. Certain other sections of the form have also been modified, and new concepts have been introduced, such as reporting requirements related to "associates" of the acquiring person, which are defined to include entities affiliated with the acquiring person through operational or investment decision management rights. The new form also makes minor revisions to address omissions from the 2005 rules involving unincorporated entities.

Last August, the FTC and DOJ sought public comments on proposed changes to the form and related rules. The agencies have worked together to modify the original proposal in response to the comments received. The revised final rules related to the new requirements can be found at 16 C.F.R. Sections 801, 802 and 803.

For more information, please contact Beth Vessel at (615) 850-8867.