On Friday, March 13, 2020 the Federal Trade Commission (“FTC”) and U.S. Department of Justice (“DOJ”) announced a temporary filing procedure for all filings required under the Hart-Scott-Rodino Act (“HSR Act”), effective Tuesday, March 17, 2020.
Under the new procedures, parties required to file under the HSR Act will no longer be permitted to submit filings in hard copy or by DVD. As of March 17, 2020, all filing parties must notify the FTC of their intent to file by email and the FTC will provide a link to follow for uploading the form. After receiving the link, the HSR filing and all attachments will be uploaded to the cloud and distributed electronically to the FTC and DOJ Premerger Notification Offices.
In addition to adding procedural steps, the announcement states that the agencies will not be granting early termination of the HSR waiting period while this temporary procedure is in place. In practice, this new procedure means that parties will need to wait for the 30-day HSR waiting period to expire on all transactions requiring filings, regardless of whether the transaction raises any substantive antitrust issues or concerns. The FTC and DOJ have granted early termination for about 75-80% of transactions requesting early termination over the last few years so the temporary policy of no early termination of the HSR waiting period has the potential to result in delays for a significant number of transactions.
Additional details on the FTC’s filing guidance are available here.
Guidance on current jurisdictional thresholds are available here.
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