New HSR Requirements Set to Become Effective on February 10, 2025

Significant changes to the U.S. merger notification regime under the Hart-Scott-Rodino (“HSR”) Act are currently anticipated to go into effect on February 10, 2025, based on an update to the Federal Register publication schedule.

The Federal Trade Commission (“FTC”) announced the Final Rule implementing the changes to the HSR notification form on October 10, 2024, but publication in the Federal Register, which triggers a 90-day window prior to the effective date, has not yet occurred. Based on today’s update, publication is scheduled to occur on Tuesday, November 12, 2024. Assuming that happens, all HSR filings made on or after February 10, 2025 will be required to conform to the new rules; filings made prior to that date must be made according to the current rules.

The Final Rule, which scaled back the scope of the changes initially proposed in June 2023, is still expected to add significant increased burden to filing parties. The Premerger Notification Office has indicated that it expects to issue guidance beginning as soon as November 2024 on implementation issues, including to clarify some of the new requirements.

* * *

We monitor these issues closely and stand ready to assist companies in navigating these transitions. We will issue additional alerts in light of further developments and invite you to join our upcoming webinar on November 21, 2024 on the impact of the new HSR rules.

If you have any questions concerning the material discussed in this client alert, including regarding steps companies can take to comply with the Final Rule or questions regarding the impact of the election results, please contact members of our Antitrust/Competition practice.