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Preparing the HSR Form Toolkit
Practical Law Toolkit 6-560-7665 (Approx. 9 pages)
Preparing the HSR Form Toolkit
by Practical Law Antitrust
| Maintained • USA (National/Federal) |
This resource will be updated to reflect the final HSR Act rule and process changes announced in 2023, once they become effective (see Legal Update, FTC Announces Major Proposal to Change HSR Form and Process).
A Toolkit that includes resources to help counsel prepare Hart-Scott-Rodino (HSR Act) premerger notification and report forms (HSR forms) for parties who must report a transaction under the HSR Act. This Toolkit helps counsel locate resources to prepare responses to the HSR Form's documentary requests in Items 4(c) and 4(d) and responses to some of the Form's other more complex requirements, such as Item 5.
The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) requires that parties to certain transactions submit premerger notification filings, known as HSR forms, to the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ) before the transaction can close. Acquisitions of voting securities, assets, or controlling interests in non-corporate entities, such as partnerships or limited liability companies, including as part of an entity formation, are reportable if:
- No exemptions apply (see Practice Note, HSR Act: Exemptions).
- Certain size thresholds are met, including the size-of-transaction threshold.
Where a transaction is reportable, parties must both:
- Submit HSR forms to the FTC and the DOJ.
- Observe a statutory waiting period before closing, generally 30 days (see Practice Note, Hart-Scott-Rodino Act: Overview: Waiting Period).
The FTC announced proposed sweeping changes to the HSR form and process in June 2023, including work to complete an electronic filing platform (see FTC and DOJ Propose Changes to HSR Form for More Effective, Efficient Merger Review (June 27, 2023) and Legal Update, FTC Announces Major Proposal to Change HSR Form and Process). On March 17, 2020, the agencies implemented a temporary electronic HSR filing system because of the 2019 novel coronavirus event, which is still in use (see Legal Update, Antitrust Agency Response to 2019 Novel Coronavirus Disease (COVID-19): HSR Filing Guidance). The FTC stated that the exact form of how HSR filings will be electronically submitted will be announced in their final rule, likely in 2024.
This Toolkit is a collection of continuously maintained resources designed to guide counsel for either a buyer or seller through the HSR form preparation process where counsel has determined the transaction must be reported under the HSR Act.
For more information on the HSR Act, see Hart-Scott-Rodino Act Toolkit. A customizable, automated version of the HSR form is also located in Contract Express (see Standard Document, Hart-Scott-Rodino (HSR) Form).