Advisories

New Hart-Scott-Rodino Rules Change Premerger Notification Requirements

April 2005

The Federal Trade Commission ("FTC") recently announced a number of important changes to the Rules governing premerger notification filings that must be made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"). The key changes involve:

• increased notification thresholds, which have been raised to reflect changes in the gross national product;

• new rules governing HSR notification obligations in connection with the formation and sale of interests in partnerships, limited liability companies and other unincorporated entities;

• an expansion of the "intraperson" exemption for transfers between corporate or unincorporated entities and their affiliates or controlling person(s); and

• an expansion of the exemption for acquisitions of interests in entities that hold exempt assets.

The text of the new HSR Rules and the FTC’s explanation for the changes can be found at: http://www.ftc.gov/os/2005/02/050223premergerfrn.pdf.