The Premerger Notification Office (PNO) of the Federal Trade Commission (FTC) and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice (DOJ) have adopted a Formal Interpretation of the Hart-Scott-Rodino Act (HSR) which requires persons planning certain mergers, consolidations or other acquisitions to report information about the proposed transactions to the FTC and DOJ in order to allow for effective premerger antitrust review. The Interpretation is effective today.
The Interpretation describes the PNO's position regarding certain "mixed" transactions that may occur under the recently enacted Gramm-Leach-Bliley Act, in which some portions are subject to advance competitive review by a bank regulatory agency and other non-bank portions are not subject to such review. Under the Interpretation, the non-bank portion of such a transaction is subject to the reporting requirements of the HSR Act regardless of whether the non-bank business is housed in an affiliate of a financial holding company or a financial subsidiary of a bank. The Interpretation also addresses HSR treatment of certain transactions in which portions of the transaction require approval under different sections of the Bank Holding Company Act. The Interpretation will be published in the Federal Register shortly.
Copies of the Federal Register Notice are available from the FTC's web site at http://www.ftc.gov and also from the FTC's Consumer Response Center, Room 130, 600 Pennsylvania Avenue, N.W., Washington, D.C. 20580; toll free at 877-FTC-HELP (877-382-4357); TDD for the hearing impaired 1-866-653-4261. To find out the latest news as it is announced, call the FTC NewsPhone recording at 202-326-2710.