The Hart-Scott-Rodino Act established the federal premerger notification program, which provides the FTC and the Department of Justice with information about large mergers and acquisitions before they occur. The parties to certain proposed transactions must submit premerger notification to the FTC and DOJ. Premerger notification involves completing an HSR Form, also called a “Notification and Report Form for Certain Mergers and Acquisitions,” with information about each company’s business. The parties may not close their deal until the waiting period outlined in the HSR Act has passed, or the government has granted early termination of the waiting period.
For more information about the program, read our Introductory Guides.
The FTC administers the premerger notification program, and the staff of the Premerger Notification Office is available to answer questions about how and when to file.
The PNO is pleased to announce a series of brownbags for experienced HSR practitioners. We’d like to hear from the HSR bar regarding the program, the rules, and PNO procedures, and to allow those who practice HSR to get to know the PNO. We will hold one-hour sessions on May 17, June 21, July 26, and August 23 at the FTC’s Constitution Center location in Washington, DC.
Attendance is limited to one person per law firm and 20 attendees per session. If you’re interested in attending, contact Sam Sheinberg at SSHEINBERG@ftc.gov by April 20, 2018. Include your (1) name, (2) law firm, and your (3) preferred dates (list all that you can attend). Once we have a list of names, we’ll randomly assign attendees to each session, doing our best to accommodate preferred dates. Please note that each person may only attend one session.
Once assigned to a session, attendees will receive an email with their session date, time and place. In the event we get more interest than we have spaces, we may schedule additional sessions or allow teleconferencing.
We have posted a blog to explain the timing of the new 2018 HSR Thresholds. Check it out here. (02/08/18)
FTC Announces New HSR Thresholds for 2018. (January 26, 2018). The effective date for the new thresholds will be February 28, 2018. (02/05/18)
The DOJ Premerger Office is changing their hours to accommodate their new location. They will be open to accept HSR filings from 9AM to 5:00PM on weekdays. For full details on submitting filings to DOJ, check out this blog post. (12/19/17)
Do you have an HSR question? See our new blog post with helpful suggestions for how you can help us answer your question. (11/20/17).
The DOJ Premerger Office is moving! For full details on the move and delivery instructions, please see our blog post, complete with a map to the new location. (11/15/17)
The PNO has a new email address for HSR questions – HSRHelp@ftc.gov. When you email HSRHelp@ftc.gov, every PNO attorney will receive your question at the same time. In the future, unless you are inquiring about a particular filing, please use this email address rather than individual addresses. This will make it easier for us to efficiently address questions and respond as quickly as we can. (10/20/17)
Just a reminder as we move into the holiday season, the FTC and DOJ Premerger Offices are open to accept filings from 8:30AM to 5:00PM every weekday. We are closed only on federal holidays or when the government is closed due to weather or other emergencies. When delivering filings to the agencies, please allow enough time to get through security and to the delivery location. Couriers that do not arrive in time will not be admitted. (09/25/2017)
The PNO has updated the Checklist for Submitting an HSR filing. (09/18/17)
Please check out our updated Withdraw and Refile Tip Sheet. (09/15/17)
We’ve posted a blog explaining the timing of HSR procedures, from filing to closing. Check it out here.
NAICS Codes – Filers should continue to use 6- and 10-digit 2012 NAICS codes when filling out Items 5, 7 and 8 of the HSR Form. The U.S. Census Bureau is transitioning to a new system and PNO will wait until that system is fully functional before switching. Please check this page for further announcements.
The HSR Form Style Sheet and the PDF version of the Style Sheet have been updated . Please review the standards for submitting paper filings and DVD filings. Note that for DVD filings, submitted PDF or Excel files should not be compressed using ZIP or other compression software. Also, all DVDs should be submitted in transparent plastic, single DVD, cases, not paper sleeves. See the Style Sheet for specifics.
Important Notice for the Delivery of HSR Filings: The Constitution Center is subject to REAL ID security. REAL ID is a coordinated Department of Homeland Security effort by the states and the Federal Government to improve the reliability and accuracy of state-issued identification documents. Unfortunately, not all states currently produce REAL ID compliant identification, which may make it difficult for a visitor to enter the Constitution Center. New York is one of the non-compliant states and many delivery persons with New York IDs have been denied entry by the building guards.
Delivery persons with non-compliant REAL IDs will not be allowed to deliver HSR filings to the 5th floor Premerger window. The Premerger Office does not have adequate staff to come to the loading dock to pick up filings, so please make sure all delivery persons have compliant IDs. Failure to do so may result in a delay in filing.
- PNO News Archive