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Content Assessment: An Unprecedented Surge? 43rd Hart-Scott-Rodino Annual Report Released
Information - 95%
Insight - 90%
Relevance - 90%
Objectivity - 90%
Authority - 95%
92%
Excellent
A short percentage-based assessment of the qualitative benefit of the recent post highlighting the release of the 43rd Annual HSR Report by the Federal Trade Commission and the Justice Department’s Antitrust Division.
Editor’s Note: The Hart-Scott-Rodino Act established the federal premerger notification program, which provides the FTC and the Department of Justice with information about large mergers and acquisitions before they occur. The parties to certain proposed transactions must submit premerger notification to the FTC and DOJ. Premerger notification involves completing an HSR Form, also called a “Notification and Report Form for Certain Mergers and Acquisitions,” with information about each company’s business. The parties may not close their deal until the waiting period outlined in the HSR Act has passed, or the government has granted early termination of the waiting period.
Press Announcement
FTC Approves Fiscal Year 2020 Hart-Scott-Rodino Premerger Notification Report
The Federal Trade Commission and the Justice Department’s Antitrust Division released the agencies’ 43rd Annual Hart-Scott-Rodino Report. The report provides HSR Premerger Notification data for fiscal year 2020, and its release coincides with an unprecedented surge in pre-merger filings during the current fiscal year.
Enacted by Congress in 1976, the Hart Scott Rodino Act gives the federal government the opportunity to investigate and challenge mergers that are likely to harm consumers before injury occurs. The Commission vote to issue the annual report was 5-0. Chair Lina M. Khan and Commissioner Rebecca Kelly Slaughter issued a joint statement. Commissioners Noah Joshua Phillips and Christine S. Wilson also issued a joint statement.
Hart-Scott-Rodino Annual Report – Fiscal Year 2020
Report Extract
The Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pub. L. No. 94-435 (HSR Act or the Act), together with Section 13(b) of the Federal Trade Commission Act and Section 15 of the Clayton Act, enables the Federal Trade Commission (FTC or Commission) and the Antitrust Division of the Department of Justice (Antitrust Division or Division) to obtain effective preliminary relief against anticompetitive mergers, and to prevent interim harm to competition and consumers. The premerger notification program was instrumental in alerting the Commission and the Division to transactions that became the subjects of the numerous enforcement actions brought in fiscal year 2020 to protect Americans from anticompetitive mergers.
The Commission and the Antitrust Division continue their efforts to protect competition by identifying and investigating those mergers and acquisitions that raise potentially significant competitive concerns. In fiscal year 2020, 1,637 transactions were reported under the HSR Act, representing about a 21.6 percent decrease from the 2,089 transactions reported in fiscal year 2019.
Fiscal year 2020 was an especially challenging year as the global pandemic required adjustments to regular workflows at the agencies. After closing the physical offices where HSR filings are submitted, the agencies pivoted to telework and on March 18, 2020, started receiving HSR filings through an online portal for electronic document submission for the first time. From March 18, 2020, this ad hoc system has worked well even in the face of a significant surge in filings: as of September 10, 2021, the agencies had received over 8,000 electronic HSR filings, representing over 4,000 transactions.
During fiscal year 2020, the Commission brought 28 merger enforcement challenges, the highest number of FTC merger enforcement actions in a single year since fiscal year 2001 when Congress raised the filing thresholds. Ten of these matters resulted in a final consent order requiring divestitures, and another eleven were abandoned or restructured as a result of antitrust concerns raised during the investigation. The Commission also initiated administrative or federal court litigation to block or undo seven acquisitions. Together, these enforcement actions halted unlawful mergers in numerous sectors of the economy, including consumer goods and services, pharmaceuticals, healthcare, high-tech and industrial goods, and energy.
Read the Complete Report: 43rd Hart-Scott-Rodino Annual Report FY 2020 (PDF) – Mouseover to Scroll
FY2020 - HSR Annual Report - FinalStatement of Chair Lina M. Khan Joined by Commissioner Rebecca Kelly Slaughter Regarding the FY 2020 Hart-Scott-Rodino Annual Report
Statement of Commissioners Noah Joshua Phillips and Christine S. Wilson
Additional Reading
- HSR Reporting: A ComplexDiscovery Chronology
- FTC Annual Competition Reports (Hart-Scott-Rodino Reports)
Source: ComplexDiscovery
