Skip to main content

Nixon Peabody LLP

  • People
  • Capabilities
  • Insights
  • About
Trending Topics
    • People
    • Capabilities
    • Insights
    • About
    • Locations
    • Events
    • Careers
    • Alumni
    Practices

    View All

    • Affordable Housing
    • Community Development Finance
    • Corporate & Finance
    • Cybersecurity & Privacy
    • Entertainment & Media
    • Environmental
    • Franchising & Distribution
    • Government Investigations & White Collar Defense
    • Healthcare
    • Intellectual Property
    • International Services
    • Labor, Employment, and Benefits
    • Litigation
    • Private Wealth & Advisory
    • Project Finance
    • Public Finance
    • Real Estate
    • Regulatory & Government Relations
    Industries

    View All

    • Aviation
    • Cannabis
    • Consumer
    • Energy
    • Financial Services
    • Healthcare
    • Higher Education
    • Infrastructure
    • Manufacturing
    • Nonprofit Organizations
    • Real Estate
    • Sports & Stadiums
    • Technology
    Value-Added Services

    View All

    • Alternative Fee Arrangements

      Developing innovative pricing structures and alternative fee agreement models that deliver additional value for our clients.

    • Continuing Education

      Advancing professional knowledge and offering credits for attorneys, staff and other professionals.

    • Crisis Advisory

      Helping clients respond correctly when a crisis occurs.

    • DEI Strategic Services

      Providing our clients with legal, strategic, and practical advice to make transformational changes in their organizations.

    • eDiscovery

      Leveraging law and technology to deliver sound solutions.

    • Environmental, Social, and Governance (ESG)

      We help clients create positive return on investments in people, products, and the planet.

    • Global Services

      Delivering seamless service through partnerships across the globe.

    • Innovation

      Leveraging leading-edge technology to guide change and create seamless, collaborative experiences for clients and attorneys.

    • IPED

      Industry-leading conferences focused on affordable housing, tax credits, and more.

    • Legal Project Management

      Providing actionable information to support strategic decision-making.

    • Legally Green

      Teaming with clients to advance sustainable projects, mitigate the effects of climate change, and protect our planet.

    • Nixon Peabody Trust Company

      Offering a range of investment management and fiduciary services.

    • NP Capital Connector

      Bringing together companies and investors for tomorrow’s new deals.

    • NP Second Opinion

      Offering fresh insights on cases that are delayed, over budget, or off-target from the desired resolution.

    • NP Trial

      Courtroom-ready lawyers who can resolve disputes early on clients’ terms or prevail at trial before a judge or jury.

    • Social Impact

      Creating positive impact in our communities through increasing equity, access, and opportunity.

    • Women in Dealmaking

      We provide strategic counsel on complex corporate transactions and unite dynamic women in the dealmaking arena.

    1. Home
    2. Insights
    3. Alerts
    4. FTC finalizes premerger notification changes

      Alerts

    Alert / Antitrust

    FTC finalizes premerger notification changes

    Oct 14, 2024

    LinkedInX (Twitter)EmailCopy URL

    By Brian Whittaker and Gordon Lang

    Parties considering reportable transactions should file before changes go into effect or prepare to devote more time and effort to meeting the new filing requirements.

    What’s the impact?

    • The final rule requires a variety of new or additional information and documents about the parties to, and the rationale for, reportable deals.
    • The FTC predicts that the average time required to complete HSR filings will more than double.
    • Entities involved in reportable deals should plan now to minimize unnecessary delays and complications in future filings.

    DOWNLOAD

    FTC finalizes premerger notification changes (PDF)

    On October 10, 2024, the Federal Trade Commission (FTC) announced a final rule with major changes to the information and documents required for premerger notification under the Hart-Scott-Rodino (HSR) Act. The final rule was approved by a unanimous and bipartisan vote of the five FTC commissioners and with the concurrence of the Department of Justice (DOJ). The changes, which will likely go into effect in January 2025, constitute the most significant attempt to revamp the HSR form and instructions in more than 45 years.

    Why now?

    In June 2023, the FTC proposed many changes for HSR filings based on its conclusion that information and documents currently required were insufficient to allow the FTC and DOJ to efficiently and effectively evaluate the competitive impact of many transactions within the typical 30-day waiting period after submission of filings. The proposed rule generated a substantial volume of public commentary, with many criticizing the increased time and burden of complying with the proposed changes. After considering public comments, the FTC scaled back many of its proposals, but the changes in the final rule remain significant.

    What’s changing?

    Among other changes, the final rule requires new or more information about:

    • the filing parties’ ownership structures;
    • the scope of, and rationale for, the proposed transaction;
    • competitive overlaps and supply relationships between the deal parties, including information about planned future products or services and top customers in overlapping products or services;
    • minority shareholders and other corporate relationships;
    • the identity of officers and directors of the acquiring party who are also officers or directors at the target or other businesses in the same industry;
    • analyses of the deal as it relates to competition, competitors, markets, market shares, and sales growth or expansion into new products or geographies;
    • regularly prepared plans and reports submitted to a CEO or the Board of Directors; and
    • subsidies from foreign entities or governments of concern.

    The new rule also expands the scope of individuals from whom some documents will need to be collected and produced, by requiring documents from a “supervisory deal team lead,” if that person is not an officer or director. Verbatim translation of documents into English must also be provided for any foreign language documents.

    How will the changes affect new deals?

    As a result of the changes, the FTC estimates that, on average, work on HSR filings will increase by 68 hours per filing, from the current estimated average of 37 hours to 105 hours. For deals that involve competitive overlaps, which account for nearly half of reportable transactions, the average work for acquiring parties will increase by 121 hours per filing.

    To avoid unnecessary delays and complications, parties to reportable transactions should:

    • consider whether they can complete an HSR filing for their deal before the new rule takes effect;
    • start HSR planning, including gathering the required information and documents, earlier in the deal process;
    • consult antitrust counsel earlier to evaluate antitrust risk and identify options to mitigate risk;
    • consider adding time, or more flexibility, in agreements to complete HSR filings after signing;
    • consider carefully who will be the “supervisory deal team lead” for their deal; and
    • be mindful of the content of documents they create that must be submitted with HSR filings.

    On a positive note, the FTC announced that it will lift its categorical suspension on early termination of the normal 30-day waiting period. The return of early termination will likely speed up the process for deals that do not raise any material competition issues.

    We will continue to monitor updates about implementation of the final rule and new guidance from the FTC. Please reach out to us if you have questions about how the new rule may affect your M&A plans.

    Practices

    AntitrustMergers, Acquisitions, and Corporate Transactions Corporate & FinanceHealthcare Transactions

    Insights And Happenings

    • Alert

      Antitrust priorities in the second Trump administration

      May 5, 2025
    • Alert

      FTC announces higher thresholds and fees for HSR filings

      Jan 15, 2025
    • Press Release

      Nixon Peabody expands public finance tax capabilities with new West Coast partner

      Oct 22, 2024
    The foregoing has been prepared for the general information of clients and friends of the firm. It is not meant to provide legal advice with respect to any specific matter and should not be acted upon without professional counsel. If you have any questions or require any further information regarding these or other related matters, please contact your regular Nixon Peabody LLP representative. This material may be considered advertising under certain rules of professional conduct.

    Subscribe to stay informed of the latest legal news, alerts, and business trends.Subscribe

    • People
    • Capabilities
    • Insights
    • About
    • Locations
    • Events
    • Careers
    • Alumni
    • Cookie Preferences
    • Privacy Policy
    • Terms of Use
    • Accessibility Statement
    • Statement of Client Rights
    • Purchase Order Terms & Conditions
    • Nixon Peabody International LLC
    • PAL
    © 2025 Nixon Peabody. All rights reserved