MSCI Asks FTC To Halt Changes To Antitrust Policy
As Connecting the Dots reported last summer and last fall, the Federal Trade Commission (FTC) has proposed new HartScott-Rodino Act (HSR) rules, along with a new proposed HSR form and associated instructions. These changes mean companies now would have to offer:
- Details about transaction rationale and details surrounding investment vehicles or corporate relationships;
- Information related to products or services in both horizontal products and services, and non-horizontal business relationships such as supply agreements;
- Projected revenue streams, transactional analyses, and internal documents describing market conditions, and structure of entities involved such as private equity investments;
- Details regarding previous acquisitions; and
- Information that screens for labor market issues by classifying employees based on current Standard Occupational Classification system categories.
These changes obviously would require parties to provide substantially more information than they do currently, extending the time it takes to prepare HSR filings from about one week to several weeks or more. The proposed rule also would require a much more intensive review by the government.
As such, on April 24, the Metals Service Center Institute and a coalition of groups sent a letter to the FTC asking that it rescind its proposed rule and start over. “A withdrawal of the original proposed rule and a new notice and comment rulemaking process would serve the interests of both the public and the agencies by allowing stakeholders to evaluate a proposal that could reshape U.S. merger policy and capital markets,” the letter argued. “The FTC itself acknowledges that the proposed new form would almost quadruple average preparation time, and … data suggests that those revisions could impose regulatory costs more than five times greater than” the FTC estimates.
Read the full letter here. Click here to find a detailed summary of the changes. The FTC’s full proposed rulemaking is here.