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HSR Items 4(c) and 4(d) Toolkit
Practical Law Toolkit w-000-6355 (Approx. 5 pages)
HSR Items 4(c) and 4(d) 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 including resources to help counsel identify documents that are responsive to Items 4(c) and 4(d) of the Hart-Scott-Rodino (HSR) form. This Toolkit also includes resources to help counsel avoid HSR violations for failure to file 4(c) and 4(d) documents.
The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) requires parties to certain transactions to:
- Submit premerger notification filings to the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ).
- Observe a statutory waiting period before the transaction can close.
The parties must produce certain documents to the FTC and DOJ under Items 4(c) and 4(d) of the HSR form as part of an HSR filing (see Standard Document, Hart-Scott-Rodino (HSR) Form). Items 4(c) and 4(d) of the HSR form require the filing parties to turn over certain documents that aid in the FTC's and DOJ's analysis of the competitive aspects of the acquisition, including documents that evaluate or analyze the transaction and discuss certain topics, such as competition, markets, and market shares. Responsive 4(c) and 4(d) documents include:
- Studies, reports, and analyses prepared for officers or directors of either party.
- Confidential information memoranda relating to the acquisition.
- Third-party analyses of the transaction.
- Documents analyzing the transaction's efficiencies.
Because a party may incur steep penalties for not producing all of its 4(c) and 4(d) documents with its initial HSR filing, all parties must conduct a search for documents responsive to Items 4(c) and 4(d).
This HSR Items 4(c) and 4(d) Toolkit is a collection of continuously maintained resources designed to help counsel identify 4(c) and 4(d) documents when making an HSR filing. This Toolkit also contains resources on:
- Tips for creating 4(c) and 4(d) documents to avoid raising unnecessary antitrust concerns during the HSR process.
- Penalties for failure to file all responsive 4(c) documents.
- The FTC Premerger Notification Office's informal staff opinions relating to Items 4(c) and 4(d) to help counsel interpret HSR filing requirements.