FTC to Hold Virtual Q&A Sessions in November on Proposed Amendments to HSR Rules and Advanced Notice of Proposed HSR Rulemaking

The Federal Trade Commission will host three public Question and Answer sessions as part of its ongoing HSR Rulemaking initiative. These one-hour virtual events are intended to facilitate a robust and thoughtful set of public comments, which are due 60 days after publication of the FTC’s rulemaking proposals in the Federal Register. Commission staff from the Premerger Notification Office and the Compliance Division will answer questions submitted in advance or during each event.  

On Sept. 21, the Commission announced that it would seek public comments on proposed changes to the rules and interpretations that implement the Hart-Scott-Rodino Act. This rulemaking initiative has two parts. The first is a Notice of Proposed Rulemaking (NPRM) that would, if adopted, make two changes to the existing rules. The first proposed change would require filers to disclose additional information about their associates and to aggregate acquisitions in the same issuer across those entities. The second change is a new proposed rule that would exempt the acquisition of 10 percent or less of an issuer’s voting securities unless the acquiring person already has a competitively significant relationship with the issuer.

The first two events will focus on issues related to the NPRM.  On Nov. 9, from 1:00 pm to 2:00 pm, staff will answer questions related to aggregation and the types of information about associates that would be required by the proposed rule. On Nov. 10, from 1:00 pm to 2:00 pm, staff will address questions about the proposed de minimis exemption for acquisitions of 10 percent or less.

The second part of the HSR rulemaking initiative is designed to examine changes in corporate structure and investment activity since the late 1970s and whether those changes warrant modifications in HSR rules or interpretations. The Advance Notice of Public Rulemaking (ANPRM) seeks to gather information on seven topics that would guide potential future amendments to the HSR rules and interpretations of those rules: (1) size of transaction; (2) real estate investment trusts; (3) non-corporate entities; (4) acquisitions of small amounts of voting securities; (5) influence outside the scope of voting securities; (6) transactions or devices for avoiding the HSR Act requirements; and (7) issues pertaining to the HSR filing process.

On Nov. 16, from 2:00 pm to 3:00 pm, staff will answer questions related to the ANPRM.

Interested parties may submit a question in advance of these events to HSRRuleReview@ftc.gov, indicating in the Re: line whether the question relates to the NPRM or the ANPRM. For questions about the NPRM, inquiries should further identify whether the question relates to the aggregation requirement or the proposed exemption. Viewers may also submit questions during the live event to the same email address.

Each Question and Answer session will be webcast live on the FTC’s website. A link to view the session will be posted to ftc.gov shortly before the event begins.