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FTC and DOJ Approve Changes to HSR Rules and Form

By | June 27, 2019

The Federal Trade Commission, with the concurrence of the Antitrust Division of the U.S. Department of Justice, has approved amendments to the Hart-Scott-Rodino Rules and to the instructions for filling out the Antitrust Act Notification and Report Form, often referred to as the HSR Form.  The new HSR Form and HSR Rules are effective September 25, 2019.  The action was taken without public comment.

The HSR Form is used to report a proposed merger, acquisition, or similar transaction under the Hart-Scott-Rodino Antitrust Improvements Act. The FTC amended the HSR Rules and the HSR Form’s filing instructions to incorporate the new 10-digit North American Product Classification System, or NAPCS, codes introduced by the Census Bureau, and the updated 6-digit North American Industry Classification System, or NAICS, codes.

Beginning September 25, 2019, filers submitting data on non-manufacturing revenue will be required to use 6-digit NAICS codes. Filers submitting data on manufacturing revenue will be required to use new 10-digit NAPCS codes.

Incorporating the 10-digit NAPCS codes into the HSR Form and the Instructions will ensure that filing persons provide revenues in a format that can be compared by the FTC and DOJ to the most recent and complete economic data published by United States Census Bureau,. The amended HSR Form and Instructions will continue to require the use of 6-digit NAICS industry codes for non-manufacturing revenues. For manufacturing revenues, filing persons will be required to report revenue in both the 6-digit NAICS industry code, as well as the 10-digit NAPCS product code. The reporting of overlaps in Item 6 and Item 7 has been based upon 6-digit NAICS codes and will not change.

Contact Steve Quinlivan for more information.

Topics: 
M&A