Hart-Scott-Rodino: 2011 Amendments to the Rules, Forms and Instructions

Navigating Complex Regulatory Requirements For Premerger Notifications

FTC's HSR amendments released July 7, increase many filers' reporting demands

Recording of a 90-minute CLE webinar with Q&A


Conducted on Wednesday, August 17, 2011

Recorded event now available

or call 1-800-926-7926

This CLE webinar will review the major changes to the Hart-Scott-Rodino (HSR) Premerger Notification Rules, Form and Instructions—and will discuss how those revisions will impact HSR and merger and acquisition advice from counsel on the new regulatory obligations for clients.

Description

Significant HSR changes will affect deal timetables, increasing time and effort to gather some of the information and documents required for inclusion in the Notification, while eliminating other time-consuming items. The new rules will require additional information for initial FTC and DOJ antitrust review.

Important changes include additional NAICS reporting and reporting of certain investments held by entities under common management, which are now termed "associates."

Listen as our panel of antitrust attorneys explores the significant changes to the HSR Premerger Notification and Report Form and the accompanying Rules and Instructions. The panel will spotlight key issues for HSR counsel who will be advising clients of their additional responsibilities and managing timing of deals.

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Outline

  1. Revisions expected to increase time to prepare and file HSR
    1. Changes to rules governing documents that must be collected, reviewed and submitted with the HSR Form
    2. Additional information required from entities under common management (“Associates”)
    3. Changes in NAICS information that must be tracked and reported by firms with foreign manufacturing operations
  2. Additional changes that will have less of an impact on timing
  3. Changes that will simplify HSR reporting
    1. Elimination of the “base year” for NAICS reporting
    2. Elimination of requirement to list/link SEC filings
  4. Best practices for potential HSR filing parties
    1. Repeat filers
    2. Private investment groups
    3. Foreign manufacturing facilities
    4. Electronic searches

Benefits

The panel will review these and other key questions:

  • What are the most significant changes to the HSR Premerger Notification and Report Form and Instructions?
  • What practical tips should guide HSR counsel in completing the Notification and Report Form, submitting the filing fee, and completing the filing?
  • How will the revisions affect completion of the filing?
  • What additional responsibilities will HSR counsel need to make their clients aware of?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.

Faculty

Kathryn E. Walsh
Kathryn E. Walsh
Attorney
Federal Trade Commission, Premerger Notification Office of the Bureau of Competition

She works with the Hart-Scott-Rodino (HSR) statute, as well as its implementing rules, and reviews premerger...  |  Read More

Karen Berg
Karen Berg
Staff Attorney
Federal Trade Commission, Premerger Notification Office of the Bureau of Competition,

She started at the FTC in the Bureau of Competition's Anticompetitive Practices division, before moving to the...  |  Read More

Ellen M. Jakovic
Ellen M. Jakovic

Partner
Kirkland & Ellis

She advises clients on the antitrust aspects of complex mergers, acquisitions and joint ventures, and has particular...  |  Read More

Mary K. Marks
Mary K. Marks
Special Counsel
Schulte Roth & Zabel

She practices in the areas of antitrust and competition counseling, with a focus on complying with and obtaining...  |  Read More

Bruce Prager
Bruce Prager

Partner
Latham & Watkins

He has a wide-ranging international antitrust counseling and litigation practice, concentrating on merger, acquisition...  |  Read More

Steven J. Cernak
Steven J. Cernak
General Motors Company

He practiced antitrust and trade regulation law for GM since 1989 and serves as lead competition law counsel for GM...  |  Read More

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