The Federal Trade Commission (FTC) and Department of Justice (DOJ) have proposed changes to the Hart-Scott-Rodino (HSR) Act that may radically alter the merger review process in the United States. In June, the FTC unveiled a proposal that will require parties to provide significantly more information and data in premerger filings, specifically:
1. Transaction Rationale: Parties would be required to identify and explain each strategic rationale for the transaction that was discussed or contemplated by the filing person or its employees and identify each document produced in the filing that confirms/discusses each rationale.
2. Competition Analysis: Parties would be required to provide narratives and sales and customer data about: a) areas of actual or potential competition between the parties, including licensing, noncompete or nonsolicitation agreements for overlapping products or services; and b) existing or potential supply agreements between the parties or with competitors. Parties must also disclose key customer and supplier contact information.
3. Additional Party Information: The proposal increases the amount of information required to be provided about the parties, including the structure and organization of filing entities, additional minority interest holders, board members and observers, and certain credit providers and managers. Parties would also be required to provide substantial information about prior acquisitions over the last 10 years.
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