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New Proposed Premerger Notification Rules for Hart-Scott-Rodino Deals: Increased Antitrust Scrutiny

Preparing for Dramatic Changes and Increased Timelines in the Merger Filing Process

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, September 13, 2023

Recorded event now available

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This CLE webinar will discuss the Federal Trade Commission's (FTC) and Department of Justice's (DOJ) proposed changes to the Premerger Notification and Report Form and associated instructions, as well as to the premerger notification rules implementing the Hart-Scott Rodino (HSR) Act. The panel will explain the implications of these proposed rule changes and the likelihood of enhanced antitrust scrutiny for M&A transactions.


On June 27, 2023, the FTC, with the concurrence of the Antitrust Division of the DOJ, announced proposed changes to the Premerger Notification and Report Form and associated instructions, as well as to the premerger notification rules implementing the HSR Act. These proposed rule changes represent the first major overhaul of the HSR premerger notification requirements since the HSR program was established 45 years ago.

The FTC's comprehensive proposed rules, which are expected to be adopted and become effective in approximately four to six months, would dramatically change the merger filing process in the U.S. for HSR-reportable deals. These proposed changes are expected to lengthen deal times and will likely lead to more agency investigations.

Generally, the proposed rule changes would: provide additional transparency into the terms of the transaction and the parties' strategic rationale; require the submission of a significantly broader set of documents that speak to competition; and require the parties to identify current and potential competitive overlaps and supply relationships. Additionally, HSR filings would elicit information related to future competition, interlocking directorates, and labor market competition, which have all been areas of focus for the agencies' recent enforcement initiatives.

Listen as our authoritative panel provides an overview of the proposed rules and the implications these changes will have on future HSR-reportable and non-reportable deals. The panel will examine steps firms considering transactions should take now to proactively prepare for these proposed changes.



  1. Overview of the proposed rule changes
  2. Key changes to the HSR filing requirements
    1. Transaction details and competition-related issues
    2. Competition narratives
    3. Transaction-related and ordinary course strategic planning documents
    4. Organizational structure
    5. Prior acquisitions
    6. Labor and workplace safety information
    7. Information regarding foreign subsidies
  3. Impact of proposed new rules on non-reportable transactions
  4. Practical considerations and key takeaways, including impact on deal timelines


The panel will review these and other critical issues:

  • What are the key changes to the HSR filing requirements?
  • What is the background and intent regarding the proposed rule changes?
  • What are the practical implications of these proposed rule changes?


Knight, Michael H.
Michael H. Knight

Jones Day

With more than 25 years of experience as an antitrust lawyer in both government and private practice, Mr. Knight...  |  Read More

Smith, Wrede
Wrede H. Smith


Mr. Smith is a member of the firm’s Antitrust & Trade Regulation practice, focusing on representing clients...  |  Read More

Williams, Christopher A.
Christopher A. Williams

Perkins Coie

Mr. Williams focuses his practice on antitrust issues related to commercial transactions, including mergers and...  |  Read More

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