FTC Votes to Amend Hart-Scott-Rodino Rule to Exempt Certain Acquisitions Required by FTC Orders or Court Orders

The Federal Trade Commission has voted to amend the Hart-Scott-Rodino (HSR) premerger notification rules that require the parties to certain mergers or acquisitions to file reports with the FTC and the Assistant Attorney General in charge of the Antitrust Division at the Department of Justice, and to wait a specified period of time before consummating such transactions.

A notice of the amendment was published in the Federal Register on June 25. While the amendment became effective then, the FTC will accept public comments until July 27, 1998, and may reevaluate the rule in light of public comments.

Specifically, the amendment to Rule 802.70 would exempt from the HSR reporting requirements acquisitions of stock or assets required to be divested by an FTC order or any federal court in an action brought by the Commission or Department of Justice. The amended rule also would exempt divestitures included in consent agreements that have been accepted by the FTC for public comment or have been filed with a court by the Commission or Department of Justice and are subject to public comment, but are not yet final orders.

The Federal Register announcement noted that it has previously amended the HSR rules to improve the program's effectiveness and to lessen the burden of complying with the rules. According to the notice, the Commission believes these transactions are adequately reviewed for potential antitrust concerns during the approval process under the consent agreement. In addition, Rule 802.70 already exempts from the reporting requirements transactions that satisfy divestiture requirements under Commission or court orders in cases brought by the FTC or Department of Justice. The notice explained that the amendment "merely extends the exemption to transactions entered into before the relevant order has been made final."

The Commission vote to amend the rule was 4-0.

Comments about the amendment should be submitted to both (1) the Secretary, Federal Trade Commission, Room 159, Washington, DC 20580, and (2) the Assistant Attorney General, Antitrust Division, Department of Justice, Room 3214, Washington, DC 20530.

Copies of the full text of the Federal Register notice are available from the FTC's web site at http://www.ftc.gov and also from the FTC's Consumer Response Center, Room 130, 6th Street and Pennsylvania Avenue, N.W., Washington, D.C. 20580; 202-FTC-HELP (202-382-4357); TDD 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.