Guidance for Voluntary Submission of Documents During the Initial Waiting Period
Providing information early in the initial 30-day waiting period increases the likelihood that staff will be able to focus its investigation and resolve outstanding questions about the transaction during its preliminary investigation. In order that parties may effectively use the initial waiting period, counsel should be prepared to discuss staff's most likely concerns and voluntarily provide documents and information that may assist staff in quickly and efficiently evaluating whether the proposed transaction raises competitive concerns.
The following list is provided to help parties understand the type of documents and information that are useful to Bureau of Competition staff analyzing proposed transactions filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). Staff generally has requested these documents and information in a “voluntary request letter” or “access letter” during the initial waiting period and prior to any issuance by the Commission of a Request for Additional Information (“Second Request”). Our experience has been that it takes time to obtain these documents and information, which delays staff's investigation. Parties may expedite the review process by compiling these documents and information in anticipation of staff's request. Although it is not required, the parties to the transaction are encouraged to submit some or all of these documents and information with their HSR Act filing or soon thereafter. The parties are also encouraged to submit any other information not contained on the list below that they believe could assist staff in assessing the proposed merger and the markets involved.
This list is not exhaustive and, prior to the end of the initial waiting period, staff may request that the parties voluntarily supply additional documents and information. The following list does not supercede or replace the requirements of the HSR Act and rules or the HSR Act form. It is possible that some of the documents requested in this list are the same documents required under the HSR Act form, e.g., documents responsive to Item 4(c) of the form.
- Organization Chart
- Strategic Plans for the past three years
- Marketing Plans for the past three years
- List of products manufactured and sold
- List of products in development
- List of top 10 customers with contact information (for overlap products)
- List of competitors with contact information (for overlap products)
- Market share information (for overlap products)