Foley & Lardner LLP Submits Comment Letter to FTC On Proposed Overhaul of HSR Rules

Foley & Lardner LLP’s Antitrust & Competition Practice Group, led by chair Elizabeth Haas and vice-chair Benjamin Dryden, submitted a comment letter to the Federal Trade Commission (FTC) on its proposed overhaul of the rules for reporting large M&A transactions under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, announced June 27, 2023. 

The letter lays out a number of observations regarding the FTC’s proposal.  The letter begins by noting the exceptional effectiveness of the current HSR system. Out of nearly 40,000 HSR-reportable transactions since 2000, Foley’s Antitrust & Competition Practice Group has identified only 1 transaction where a requirement to provide additional information might conceivably have made a difference to the agencies.  In other words, these reforms are seeking to improve a system that is already operating well. 

The letter raises dozens of other discrete issues with the proposed reforms, focusing on the burdens they would impose on businesses. Among the concerns, the letter explains that the proposed reforms would require merging parties to submit massive volumes of draft documents as well as mandating they certify that they have taken steps to prevent the destruction of documents during the HSR waiting period, among other things.

To read Foley’s full letter assessing the FTC proposal, click here.