HSR Changes to Become Effective February 10, 2025

On October 10, 2024, the Federal Trade Commission (“FTC”) unanimously approved the long-awaited changes (the “Final Rule”) to the pre-merger reporting requirements under the Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act of 1976. Recently, on November 12, 2024, the Final Rule was published in the Federal Register, which started the 90-day day clock for it to take effect. Absent a successful legal challenge, regulatory freeze, or other delay, the Final Rule will become effective on February 10, 2025. All HSR filings made on or after February 10, 2025 will need to comply with the Final Rule, and will need to be made on the new reporting form, which the FTC has indicated will be made public shortly. 

Notwithstanding publication in the Federal Register, the effective date of the Final Rule may still be delayed. The draft changes to the Final Rule experienced some opposition from the business community, and legal challenges to block its implementation may be forthcoming. Additionally, previous administrations, including those of Presidents Barack Obama, Donald Trump, and Joe Biden, have issued regulatory freezes staying the effective date for rules published in the Federal Register but pending at the start of their administrations. The Final Rule may also be subject to disapproval under the Congressional Review Act, which grants Congress the power to block agency rules through a timely joint resolution; however, given the unanimous and bipartisan approval of the Final Rule, it is unclear whether the latter will be pursued.

Regardless of any delays, filing an HSR notification is about to become substantially more burdensome and time-consuming, especially for complex transactions. For a summary of the Final Rule changes, our recent client alert is available here. 

Lewis Rice’s Antitrust Practice Group will continue to monitor and apprise Clients on any guidance provided regarding the Final Rule. In the interim, parties contemplating transactions for the beginning of 2025 should consider expediting and/or filing based on a letter of intent before the end of January. If you have any questions regarding the Final Rule, or its effective date, please contact a member of our Antitrust Practice Group.