Emily Chow

The FTC, with the concurrence of the DOJ, has issued final rules for premerger notification that substantially revise the requirements for transacting parties under the HSR Act. Such changes will be effective for all HSR filings made after February 7, 2025. The FTC also announced new 2025 thresholds for interlocking directorates under Section 8 of the Clayton Act.

Under the HSR Act, parties to a proposed transaction that meet certain jurisdictional and monetary thresholds must provide notice to the FTC and the Department of Justice Antitrust Division (DOJ) and observe the statutory waiting period (usually 30 days) prior to consummating their deal. During the waiting period, parties are not permitted to transfer beneficial ownership of the target business, and the parties must continue to act as separate, independent entities.

The final rules for premerger notification under the HSR Act reflect significant changes compared to the current requirements. Businesses will face more extensive data collection, especially regarding competitive overlaps and existing contractual relationships between parties, requiring more time and expense in preparing HSR filings. Certain proposals from last year’s Notice of Proposed Rulemaking have been scaled back or dropped, reducing some of the initially anticipated burdens.