Comments on the reform of the Hart-Scott-Rodino premerger filing requirements

ICC appreciates the opportunity to comment on the Commission’s proposed modifications to the requirements of the Hart-Scott-Rodino Premerger Notification & Report Form. Some of the FTC’s proposed changes, standing alone, would slightly reduce the burden on filing parties, and we welcome those change.
However, ICC is concerned about (i) the significant impact of the FTC’s proposed Items 4(d)(i) and 4(d)(ii); (ii) its proposal to amend Item 5 to require detailed breakdowns of revenues from non-US manufacturing operations of the filer and any entity it controls; and, (iii) its proposal to expand the groups of entities to be canvassed by a filer.
These modifications would greatly and unnecessarily increase the burden faced by filers in all reportable transactions.

The ICC respectfully submits that these additional burdens are not warranted, as the vast majority of transactions notified under HSR do not raise antitrust concerns.

The FTC’s proposed modifications would require 99 percent of HSR filers to gather and submit additional information that would only be useful in one percent of transactions – a demand that runs counter to emerging international norms.