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 – which can be found at 16 C.F.R. Sections
801, 802 and 803 – are available at this link .
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