The Federal Trade Commission (“FTC”) has announced a final rulemaking on a unanimous vote that will expand the reporting requirements for mergers and acquisitions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The new reporting requirements will go into effect after the new year in mid-January 2025. No changes will be made to the scope of transactions that are subject to HSR reporting.

The slate of changes, while less onerous than the expansive rules initially proposed in June 2023, nevertheless will change the reporting landscape and add significant additional disclosures to the HSR process. The 5-0 vote no doubt represents a compromise on the scope of the expanded reporting.  According to Republican FTC Commissioner Melissa Holyoak’s statement issued on the rulemaking, “[o]f the twenty-nine primary proposals in the NPRM, ten were rejected entirely, including, among others, the request for labor information, the obligation to produce draft transaction documents, and the requirements to create organizational charts.”

Still, numerous additional disclosure requirements survive in the final rule, including reporting on officers and directors, identifying deal “team leads”, submission of additional transaction related documents (including certain draft transaction agreements), submission of certain regular course business plans, and requiring descriptions of business lines, overlap products and supply relationships, including with respect to products and services still under development and that are not yet generating revenues (along with projected revenues and volumes for pipeline products). In line with the FTC’s recent focus on private equity, the revised HSR reporting will require disclosure of certain limited partners that have veto or approval rights.

A detailed overview of the expanded reporting requirements will be released next week, along with an invitation to our upcoming webinar on the rules.

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Photo of John R. Ingrassia John R. Ingrassia

John is a partner at the Firm, advising on the full range of foreign investment and antitrust matters across industries, including chemicals, pharmaceutical, medical devices, telecommunications, financial services consumer goods and health care. He is the first call clients make in matters relating…

John is a partner at the Firm, advising on the full range of foreign investment and antitrust matters across industries, including chemicals, pharmaceutical, medical devices, telecommunications, financial services consumer goods and health care. He is the first call clients make in matters relating to competition and antitrust, CFIUS or foreign investment issues.

For more than 25 years, John has counselled businesses facing the most challenging antitrust issues and helped them stay out of the crosshairs — whether its distribution, pricing, channel management, mergers, acquisitions, joint ventures, or price gouging compliance.

John’s practice focuses on the analysis and resolution of CFIUS and antitrust issues related to mergers, acquisitions, and joint ventures, and the analysis and assessment of pre-merger CFIUS and HSR notification requirements. He advises clients on issues related to CFIUS national security reviews, and on CFIUS submissions when non-U.S. buyers seek to acquire U.S. businesses that have national security sensitivities.  He also regularly advises clients on international antitrust issues arising in proposed acquisitions and joint ventures, including reportability under the EC Merger Regulation and numerous other foreign merger control regimes.

His knowledge, reputation and extensive experience with the legal, practical, and technical requirements of merger clearance make him a recognized authority on Hart-Scott-Rodino antitrust merger review. John is regularly invited to participate in Federal Trade Commission and bar association meetings and takes on the issues of the day.

Photo of Bryan A. Cruz Bryan A. Cruz

Bryan A. Cruz is an associate in the Litigation Department.

Bryan earned his J.D. from Harvard Law School, where he participated in the Crimmigration Clinic and as an extern at the Asian American Legal Defense and Education Fund through the Voting Rights Litigation…

Bryan A. Cruz is an associate in the Litigation Department.

Bryan earned his J.D. from Harvard Law School, where he participated in the Crimmigration Clinic and as an extern at the Asian American Legal Defense and Education Fund through the Voting Rights Litigation and Advocacy Clinic. Bryan interned his 1L summer at Disability Rights Texas.

Prior to law school, Bryan taught bilingual elementary school in San Antonio, Texas for two years as part of Teach For America. Bryan then taught middle school for two years.

Photo of Jennifer C. Ok Jennifer C. Ok

Jennifer Ok is an associate in the Corporate Department and a member of the Private Equity and Mergers & Acquisitions Groups.