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View PDF - Fried Frank

View PDF - Fried Frank

View PDF - Fried

11Fried Frank Antitrust &Competition Law Alert ®Please click here to view our archivesFTC Proposes Amendments to the HSR Act FormPMajor Changes Include Extending Coverage to Associates of the Acquiring Party andExpanding Scope of Request For Transaction-Related DocumentsAmendments Likely to Increase Burden for Private Equity Firms and Other Filing PartiesThe Federal Trade Commission (“FTC”) has announced proposed modifications to the Form thatmust be submitted for reportable transactions subject to premerger notification under the Hart-Scott-Rodino Act of 1976 (the “HSR Act”). The HSR Act applies generally to certain acquisitionsof assets and voting securities valued above the applicable size-of-transaction threshold (currently$63.4 million), and where relevant, size-of-party thresholds are satisfied and no exemption applies.The proposed amendments do not change the HSR reporting requirements themselves, but arelimited to the categories and scope of information that must be submitted with the Form.According to the FTC, the proposed modifications to the Form are intended to serve the dualpurposes of streamlining the Form and capturing additional information to better assist the FTCand the Antitrust Division of the Department of Justice ( the “Agencies”) in conducting their initialreview of the competitive impact of proposed transactions. While the information required formany parties will be reduced, certain parties, such as private equity firms, will face additionalburdens. This is because, among other changes, the new Form will require information for“associates” of the acquiring party – entities that are not currently included within the acquiringparty.The FTC will accept public comments on the proposed changes through October 18, 2010. Thereis no current timetable for when these proposed amendments will become effective.Expansion of Information RequestedThe following are the key changes proposed by the FTC that are likely to increase the burden onfiling parties.Additional Information for “Associates.” Item 7 of the Form currently requires a filingparty to identify 6-digit NAICS industry codes in which it derives revenues and in whichany other party to the acquisition also derives revenues (commonly described as aNAICS “overlap”). Item 7 is intended to identify potential product overlaps between theparties to assist in the review of the transaction. The FTC is proposing to expand theNAICS overlap reporting requirement to cover “associates” of the acquiring person.Fried Frank Antitrust & Competition Law Alert ® No. 10-08-16Copyright © 2010 Fried, Frank, Harris, Shriver & Jacobson LLP. All Rights Reserved.08/16/2010

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