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In brief

The Commissioners of the Federal Trade Commission (FTC) have voted unanimously to issue a final rule1 developed by both the Antitrust Division of the US Department of Justice (DOJ) and the FTC (collectively, the “Agencies”), updating the Premerger Notification Rules (“Rules”) that implement the Hart Scott Rodino Antitrust Improvement Act (“HSR Act”), including substantial changes to the HSR Form.

The much-anticipated final changes to the HSR Rules and Form, which received significant criticism and pushback after publication in June 2023, represent a significant step back from the more sweeping overhaul initially proposed. Nevertheless, the final rule would materially increase parties’ HSR compliance burden. 


As reflected in the statements from the Commissioners accompanying the release of the final rule, substantial changes to the proposed rule were made to address concerns raised in hundreds of public comments and in acknowledgment of the possible legal challenges to the final rule. The changes seemingly were necessary to accommodate the views of the FTC’s two Republican Commissioners, neither of whom participated in formulating the changes initially proposed.

The final rule will not be implemented until 90 days after publication in the Federal Register (likely in or around January 2025), which provides time for the public to prepare for the new filing requirements. Any legal challenges to the final rule likewise may affect the effective date. Separately the FTC noted that additional guidance on compliance with the new requirements will be forthcoming. We will monitor and share news on the FTC’s guidance and track any legal challenges to the final rule as well.

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1 Available at https://www.ftc.gov/system/files/ftc_gov/pdf/p110014hsrfinalrule.pdf.

Author

Brian Burke is a partner in Baker McKenzie's Washington, DC office. He draws on over 20 years of experience to counsel clients on all federal antitrust issues. He assists clients in successfully navigating the merger clearance process before the US as well as international antitrust authorities. Brian also has extensive experience advising clients on civil and criminal governmental antitrust investigations, commercial antitrust litigation, antitrust compliance programs, risk assessments, and pricing and distribution policies. Brian holds multiple leadership positions in the Firm. He is a member of the Steering Committee for the Firm's North American Antitrust Practice Group, as well of the Global Antitrust and Competition Taskforces for Healthcare, Energy Mining and Infrastructure, and Consumer Goods Industries. He also serves as the co-head of the Firm's Merger-Control Task Force.

Author

John Fedele is a member of Baker McKenzie's antitrust practice and is located in its Washington, DC office. While he has a broad range of antitrust experience, he most frequently represents clients before the Antitrust Division of the US Department of Justice (DOJ) and the Federal Trade Commission (FTC) in investigations of proposed mergers and acquisitions, and routinely analyzes and manages filing obligations under the Hart-Scott-Rodino (HSR) Act and foreign competition regimes. John is a member of the Washington D.C. office’s Diversity Advisory Committee, serves as a contact in the firm’s PointONE program designed to allow employees to raise workplace concerns in a safe space, and maintains an active pro bono practice. He also is a member of Baker McKenzie’s Global Merger Control Task Force.

Author

Kayleigh Golish is an associate in Baker McKenzie's Antitrust & Competition Practice Group in New York. Kayleigh previously served as an antitrust associate at another large law firm, as a law clerk on Senator Dianne Feinstein’s Senate Judiciary Committee staff, and as a law clerk at the headquarters of Service Employees International Union in Washington, DC.

Author

Dan is a senior associate in Baker McKenzie's North America Antitrust & Competition Practice Group.
Dan is an antitrust specialist whose practice focuses on merger control, civil conduct investigations, corporate counseling and compliance, and civil litigation. He advises client across a broad range of industries in matters before US and foreign competition authorities.
Dan maintains an active pro bono practice. He is also an active member of the ABA Section of Antitrust Law and is currently a Vice Chair for the Unfair Competition Committee.

Author

Andrea Rivers is a member of the Firm's North America Antitrust & Competition Practice Group, based in Washington, DC. Andrea previously worked as a Legal Intern for the Federal Trade Commission, Bureau of Competition, Anticompetitive Practices Division as well as a Legal Intern to the Antitrust, Commercial & Administrative Law Subcommittee of the U.S. House Committee on the Judiciary and the Montgomery County State's Attorney's Office. Prior to joining Baker McKenzie, Andrea was an associate at a specialist antitrust law firm.