Federal Trade Commission and Department of Justice Allow Electronic Submission of Premerger Notification Filings

The Federal Trade Commission and the Department of Justice’s (DOJ) Antitrust Division today announced that they are implementing an electronic filing system that allows merging parties to submit via the Internet premerger notification filings required by the Hart-Scott-Rodino (HSR) Act. Electronic filings may be submitted quickly and easily, eliminating the time and expense entailed in duplicating and delivering documents.

The HSR Act and HSR Rules require the parties to certain mergers and acquisitions to file Notification and Report Forms (Forms) with the FTC and the Antitrust Division in advance of those transactions. The reporting and waiting period requirements are intended to enable the enforcement agencies to determine whether a proposed merger or acquisition may violate the antitrust laws if consummated and, when appropriate, to seek a preliminary injunction in federal court to prevent consummation.

To date, parties have been required to submit to both the FTC and the Antitrust Division paper copies of their Forms and documentary attachments (with the exception of certain documents, such as SEC filings, that can be provided via internet links). Under the new system announced today, filers will now have three options:

1) complete and submit the Form and all attachments in hard copy;

2) complete the electronic version of the Form and submit the Form and all attachments electronically; or

3) complete the electronic version of the Form and submit it electronically while submitting all documentary attachments in paper copy.

In addition to providing benefits to filing parties and to the FTC and the Antitrust Division, offering electronic filing complies with the mandate of the Government Paperwork Elimination Act, which requires that federal agencies, to the extent practicable, provide electronic filing and signature options.

Because HSR filings are highly confidential, FTC and Division officials noted that every step of the electronic filing process has been designed to ensure the confidentiality and security of submitted information – from requiring a valid electronic signature before submission of the package and encrypting the signed package, to securely transmitting the package over the Internet to a secure FTC server, to employing multiple security measures once an electronic filing is received.

Detailed information on electronic filing, including an electronic version of the Form, can be found at https://www.hsr.gov/.

The electronic filing option will be available upon Federal Register publication of the notice implementing necessary changes to the HSR Rules. That notice can be found at http://www.ftc.gov/bc/hsr/hsr.htm.

The FTC works for the consumer to prevent fraudulent, deceptive, and unfair business practices in the marketplace and to provide information to help consumers spot, stop and avoid them. To file a complaint, or to get free information on any of 150 consumer topics, call toll-free, 1-877-FTC-HELP (1-877-382-4357), or use the complaint form at http://www.ftc.gov. The FTC enters Internet, telemarketing, identity theft, and other fraud-related complaints into Consumer Sentinel, a secure, online database available to hundreds of civil and criminal law enforcement agencies in the U.S. and abroad.

(FTC File No. P989316)