The much-anticipated new rule expanding the requirements for Hart-Scott-Rodino Act (HSR) filings went into effect Feb. 10, 2025. The rule, which is projected to lead to a substantial increase in the time and effort required to compile an HSR filing, applies to all HSR reportable transactions until and unless Congress or the Federal Trade Commission revises or revokes the rule, and pending the outcome of a lawsuit challenging the rule. As of Feb. 10, 2025, early termination of the waiting period will again be available to parties filing HSR.
As highlighted in a previous alert, the magnitude of the new rule’s impact will vary based on the nature of the transaction and the parties involved. For example, many of the new requirements place more burden on buyers and require greater disclosure from parties with complex corporate structures. Several of the new information requests apply only when the parties generate revenues in the same industry and geographic area, offer overlapping products or services, and/or have the same suppliers.
The McGuireWoods HSR team is well prepared for the new rule and has developed strategies to both streamline responses to the new information requests and minimize the burden and cost on filers. To avoid having HSR clearance lead to delays in closing transactions, it is even more important for parties to engage HSR counsel as early in the deal process as possible and proactively train business teams regarding the new requirements. For a conversation about the new rule, its impact and actions businesses can take to prepare for HSR filings under the new rule, contact any of the authors.