Antitrust Attorneys Expect Increased Costs With New Merger Filing Rules

New Hart-Scott-Rodino rules will mean increased time and cost when filing premerger notifications with the FTC and DOJ, antitrust attorneys said Monday. The FTC on Thursday announced finalization of new HSR filing rules. It said the changes will help enforcers “detect illegal mergers and acquisitions prior to consummation.” The commission voted 5-0 to finalize the changes. They include requirements for filing additional transaction documents, high-level business plans and disclosures of investors in the buying party. The FTC estimates the new rules will add 68 hours to the average time for preparing an HSR filing and increase the cost by about $39,644. The rules are expected to become effective in January, 90 days after Federal Register publication. Hunton Andrews said they will create uncertainty about the level of detail required for filings, including “descriptions of the ownership structure, transaction rationale and overlaps.” Paul Weiss said that based on the FTC announcement, the most significant increases in costs could be felt in “transactions with complex party or deal structures, those involving entities with many overlapping business operations or existing business relationships in the supply chain, or where the parties have a history of acquisitions in the same business lines.” The FTC said it will lift its suspension of early termination when the rules go into effect. The “temporary” suspension was implemented in February 2021 (see 2102040025 and 2203170004).