
By: Richard Falek, Conor Reidy & Jean Vardaramatos (Winston & Strawn)
On January 10, the U.S. Chamber of Commerce, Longview Chamber of Commerce, American Investment Council, and Business Roundtable (together referred to as the Plaintiffs) filed a lawsuit challenging the Federal Trade Commission’s (FTC) recent amendments to the premerger notification requirements under the Hart-Scott-Rodino (HSR) Act. In this article, authors Richard Falek, Conor Reidy, and Jean Vardaramatos explore the Plaintiffs’ efforts to block the implementation of a new HSR form that requires significantly more information and documentation compared to the current version.
Under the existing HSR framework, parties involved in transactions that meet certain jurisdictional thresholds are required to file an HSR form with details about the transaction and the involved entities. This enables the FTC and the Antitrust Division of the Department of Justice (DOJ) to assess whether the proposed merger could potentially violate antitrust laws.
In June 2023, the FTC proposed extensive changes to the HSR form, which were partially revised and finalized in October 2024, with the new rules set to take effect on February 10, 2025. These revisions represent the most significant overhaul of the HSR filing process since its inception in 1978. According to the Plaintiffs, the updated form requires filers to submit substantially more information, increasing the estimated preparation time for a typical HSR filing from 37 hours to 144 hours, based on the FTC’s own projections. New requirements include providing a competition analysis, additional documents related to market competition and share, and expanded disclosures on business operations, organizational structure, leadership, and national security concerns.
The Plaintiffs argue that both the substance of the rule and the manner in which it was implemented violate the Administrative Procedure Act (APA), which governs the processes federal agencies must follow when issuing and enforcing regulations…
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