Premerger Notification Office Allows Temporary e-Filing in Response to COVID-19 Pandemic
Last updated March 31, 2020
March 31, 2020 update — The FTC and DOJ resumed granting early termination of the HSR Act’s waiting periods for premerger notifications. In a quick reversal from guidance released by the PNO on March 13, 2020, early terminations will now be granted when it is easily apparent that no enforcement action is necessary during a waiting period, effective March 30, 2020.
In the accompanying press release, the FTC and DOJ advised parties to transactions to keep in mind that they should not request early termination by telephone, that early termination is not a right (and may be denied) and that early termination will only be granted to the extent PNO time and resources allow. Parties to transactions are also reminded that the competitive concerns of a proposed transaction will be fully investigated and the existence of any doubts as to its competitive effects will result in the denial of early termination. In light of the fluid situation surrounding the COVID-19 crisis, the PNO will continue monitoring their workflow and adjust its policies accordingly.
To ensure that your business is up to date on Premerger Notification guidance, please contact your CSG attorney.
Originally published March 17, 2020 — Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), parties to certain large mergers and acquisitions or tender offers are required to file premerger notifications and await governmental review (generally, where one party has sales or assets of at least $188 million and the other of at least $18.8 million; and where, as a result of the transaction, the acquiring party will hold an aggregate amount of voting securities, non-corporate interests and assets of the acquired party valued at greater than $94 million). The parties are unable to close the proposed transaction until a prescribed waiting period has passed, or until the government grants an early termination of the waiting period.
In response to the rapidly developing COVID-19 pandemic, the FTC’s Premerger Notification Office (“PNO”) has stopped accepting hard copy or DVD filings as of March 16, 2020. Beginning on March 17, 2020 the PNO will accept HSR filings only via a temporary e-filing system, allowing the parties to securely upload their filings in the same formats as used for DVD filings.
To use the temporary e-filing system, filers must send an e-mail to firstname.lastname@example.org and request a link, using “Request for HSR Filing Link” as the subject line. Filers will then receive an e-mail containing a link to access the filing system. All submissions will then be uploaded and sent to the FTC and DOJ premerger offices.
The PNO and DOJ will review HSR Filings as normal, but will not grant early terminations or issue transaction numbers while the online filing system is in use. In the event of a deficient filing the PNO staff will contact the filing party to coordinate the submission of additional or amended materials, the submission of which may be permitted by e-mail, depending on its size.
To see the FTC’s full press release, please click this link. Federal and State agencies are quickly responding to this pandemic by issuing rules and regulations or by issuing exceptions to rules and regulations.
To ensure you are in compliance with any regulation, please contact your CSG attorney.
For additional information pertaining to the coronavirus outbreak, please visit CSG’s COVID-19 Resource Center.
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