At long last, we have a rule. On October 10, 2024, the Federal Trade Commission (FTC) unanimously issued a final rule updating the Hart-Scott-Rodino Act (HSR Act) premerger notification process (the Final Rule). The Final Rule is expected to go into effect in January 2025.
While the Final Rule is less burdensome than the FTC’s initial 2023 proposal, it nonetheless implements the most sweeping reforms to the premerger notification process in the nearly 50 years since the HSR Act’s enactment. These reforms will be felt across a wide range of industries, particularly so in healthcare. The Final Rule The Final Rule seeks to address what the FTC describes as “gaps” in the current HSR framework that have led to inadequate enforcement, such as (1) disclosure of entities and individuals within the acquiring person; (2) identification of potential labor market effects; (3) identification of acquisitions that create a risk of foreclosure; (4) identification of potential law violations involving innovation effects, future market entry, or nascent competitive threats; and (5) disclosure of roll-up or serial acquisition strategies.
To address these perceived gaps, the Final Rule requires parties to a reportable transaction to provide more extensive data and information across a variety of categories. The most significant changes include: Corporate Organizational Information - The Final Rule expands the requirement for disclosing minority shareholders or interest holders of certain.
