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.
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. Please check it out here. (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.
An HSR practitioner recently reported a non-critical, technical flaw in the HSR form that may prevent the deletion of items on the Attachment list. We have fixed this flaw. The updated form can be downloaded here. As always, please send any technical questions or problems to Bob Jones at email@example.com.
With the concurrence of the Department of Justice, the Commission has modified the HSR Form to reflect recent changes to the HSR Form Instructions and make other ministerial updates. The Commission Notice can be found here. The new HSR Form can be found here. If you have any issues with the Form, please e-mail Robert Jones at firstname.lastname@example.org.
For guidance on applying the new HSR thresholds, check out our new blog post, HSR threshold adjustments and reportability for 2017.
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