FTC Seeks Public Comments on Proposed Amendments to the Premerger Notification Rules Related to the Withdrawal of HSR Filings

The Federal Trade Commission is seeking public comment on a set of proposed changes to its premerger rulesto establish procedures for the withdrawal of a Hart Scott Rodino (HSR) premerger notification filing in certain circumstances. 

As part of the agency’s ongoing review of its rules and procedures to promote efficient government, the proposed rules formalize the long-standing position of the FTC’s Premerger Notification Office regarding the withdrawal of an HSR filing, as well as the withdrawal and refiling of an HSR filing without paying an additional fee.  The withdraw and refile procedure, entirely under the control of HSR filers, allows additional time to review a transaction during the initial waiting period, thus potentially avoiding a costly second request. This procedure has been used informally for 30 years and the Commission believes that making it part of the HSR rules will make it more effective and useful for filing parties. 

The proposed rules also establish a procedure for the automatic withdrawal of an HSR filing when filings are made with the U.S. Securities and Exchange Commission (SEC) announcing that a transaction has been terminated. 

“The proposed rule has been narrowly crafted to create consistency in the treatment of a transaction based upon the parties’ official statements to the SEC regarding a transaction’s viability,” said Richard Feinstein, Director of the Bureau of Competition.  “As a result, we will be better able to allocate our resources and, in the rare instances that this procedure is invoked, the public interest will be served.”

The FTC conducts regular reviews of all its rules and guides on a rotating basis to make sure they are up-to-date, effective, and not overly burdensome.  Under the Hart-Scott-Rodino Act, the FTC and the DOJ review most of the proposed transactions that affect commerce in the United States and are over a certain size to ensure that they do not substantially lessen competition.  The law requires that companies file premerger reports with the agencies and wait a specified period before completing such transactions. 

The FTC believes the proposed amendments announced today will enhance the efficiency of its premerger notification program.

The Commission vote approving the Notice of Proposed Rulemaking and its publication in the Federal Register was 5-0. Commissioner Joshua D. Wright issued a concurring statement. Public comments will be accepted through April 15, 2013.  Comments should be sent to:  FTC, Office of the Secretary, Room H-113, Annex H, 600 Pennsylvania Avenue, N.W., Washington, DC 20580.  Comments also can be filed electronically.

The FTC’s Bureau of Competition works with the Bureau of Economics to investigate alleged anticompetitive business practices and, when appropriate, recommends that the Commission take law enforcement action.  To inform the Bureau about particular business practices, call 202-326-3300, send an e-mail to antitrust{at}ftc{dot}gov, or write to the Office of Policy and Coordination, Bureau of Competition, Federal Trade Commission, 601 New Jersey Ave., Room 7117, Washington, DC 20001.  To learn more about the Bureau of Competition, read Competition Counts.  Like the FTC on Facebook, follow us on Twitter, and subscribe to press releases for the latest FTC news and resources.

(FTC File No. P859910)