The Federal Trade Commission has adopted five new rules to exempt certain mergers and acquisitions from prior review by the FTC and the Department of Justice. Under the new rules, certain classes of transactions that are not likely to raise antitrust concerns would be exempted from the reporting requirements of the Hart-Scott-Rodino Act (HSR). That act requires entities contemplating large mergers to file premerger reports with the FTC and the DOJ, and to wait a specified period of time before consummating the transactions. The act gives the government time to review and challenge mergers that may violate antitrust laws. The new rules -- amendments to the HSR reporting requirements -- were first proposed July 1995, and were published for a public comment period at that time.
“These exemptions will remove an unnecessary burden from business and will allow the FTC and DOJ to better focus scarce resources on transactions that are more likely to cause competitive harm,” said William J. Baer, Director of the FTC Bureau of Competition. “The HSR Act is invaluable in allowing us to identify and target anticompetitive mergers that could raise prices and reduce service for consumers. But experience has taught us that certain categories of acquisitions do not raise competitive concerns and so we will no longer require premerger filings for those deals. Adoption of these rules will conserve the resources of the business community, the antitrust agencies and the American taxpayers,” he said.
In March 1995, Janet D. Steiger, then Chairman of the FTC, and Anne K. Bingaman, Assistant Attorney General in charge of the Department of Justice Antitrust Division, announced eight initiatives to facilitate compliance with the HSR Act, including initiatives to reduce the number of filings required under the Act. The amendments adopted today expand on those initiatives.
The amendments would exempt:
- certain purchases of goods or realty in the ordinary course of business, including certain purchases of used durable goods where the purchase is designed to replace or expand production capacity;
- certain real estate acquisitions, such as acquisitions of shopping centers and hotels and motels, not likely to violate the antitrust laws;
- acquisitions of oil and natural gas reserves and certain associated production and exploration assets valued at $500 million or less;
- acquisitions of coal reserves and certain associated productions and exploration assets valued at $200 million or less;
- acquisitions of voting securities of companies that hold real property or carbon-based mineral reserves the direct acquisition of which would be exempt, and other assets valued at $15 million or less; and
- acquisitions of realty acquired solely for rental or investment purposes.
The Commission vote to adopt the amendments in their final form was 5-0. They will be published in the Federal Register shortly and will become effective 30 days after publication.
Copies of the Federal Register notice are available from the FTC’s Public Reference Branch, Room 130, 6th Street and Pennsylvania Avenue, N.W., Washington, D.C. 20580; 202-326-2222; TTY 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. FTC news releases and other materials also are available on the Internet at the FTC’s World Wide Web site at: http://www.ftc.gov
(FTC File No. P 812 937)