FTC Streamlines Approval Process for Minor Changes to Divestiture-Related Contracts

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The Federal Trade Commission has amended its Rules of Practice making it easier for parties to obtain FTC approval for minor contract changes relating to FTC divestiture orders. The amendments provide a procedure for waiving the requirement that the full Commission vote on and approve contract modifications if they do not diminish the effectiveness of the underlying order.

The final amendments to Rule 2.41(f) of the FTC’s Rules of Practice govern the approval procedures for contracts relating to divestitures and similar transactions required by FTC orders and subject to Commission review. Under current practice, a respondent is required to obtain prior Commission approval for all changes to divestiture agreements because they are considered to be an integral part of the underlying FTC order. There had been no procedure to provide an expedited waiver or approval for contract modifications that the FTC considers to be innocuous, or unlikely to affect the order’s remedial goals.

The final Rule amendments will permit delegated FTC staff in the Bureau of Competition to waive the prior-approval requirement for contract modifications that clearly do not conflict with the terms or purpose of an order. The amendments set out a simple process through which parties can seek a waiver of the prior approval requirement, and provide the Bureau’s Assistant Director for Compliance and others the authority to grant the waiver request.

The Commission vote approving the final amendments to Rule 2.41(f) of the FTC’s Rule of Practice was 4-0. The amendments will be published in the Federal Register and can be found on the FTC’s website and as a link to this press release. They will take effect 30 days after the notice is published in the Federal Register. (FTC File No. P913105. The staff contact is Daniel P. Ducore, Bureau of Competition, 202-326-2526.)

The FTC’s Bureau of Competition works with the Bureau of Economics to investigate alleged anticompetitive business practices and, when appropriate, recommends that the Commission take law enforcement action. To inform the Bureau about particular business practices, call 202-326-3300, send an e-mail to antitrust@ftc.gov, or write to the Office of Policy and Coordination, Bureau of Competition, Federal Trade Commission, 601 New Jersey Ave., Room 7117, Washington, DC 20580. To learn more about the Bureau of Competition, read Competition Counts. Like the FTC on Facebook and follow us on Twitter.

(FYI 41.2011.wpd)

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