Hart-Scott-Rodino (Premerger notification) Rules and Report Form

ICR 202011-3084-001

OMB: 3084-0005

Federal Form Document

Forms and Documents
Supporting Statement A
IC Document Collections
ICR Details
3084-0005 202011-3084-001
Received in OIRA 201912-3084-001
Hart-Scott-Rodino (Premerger notification) Rules and Report Form
Revision of a currently approved collection   No
Regular 12/01/2020
  Requested Previously Approved
36 Months From Approved 01/31/2023
4,900 4,900
188,438 181,091
0 0

The Federal Trade Commission seeks OMB clearance for the revised reporting requirements under its Hart-Scott-Rodino Antitrust Improvements Act Rules and corresponding Premerger Notification and Report Form for Certain Mergers and Acquisitions. The proposed amendments would help ensure that the Commission and the U.S. Department of Justice (DOJ) Antitrust Division (the Agencies) receive HSR filings that contain enough information to conduct a preliminary assessment of whether the proposed transaction presents competition concerns, but not receive filings related to acquisitions that are very unlikely to raise competition concerns. The NPRM primarily addresses two HSR notification issues: (1) aggregation of assets across certain acquiring parties (e.g., investment funds and Master Limited Partnerships) about which very limited information is currently reported, leading to an incomplete picture of an investment structure and (2) treatment of certain de minimis acquisitions of voting securities that are unlikely to raise competition concerns. To address the first issue, the NPRM proposes to expand the § 801.1(a)(1) definition of “person” to require certain acquiring persons to disclose additional information about their associates when making an HSR filing. To address the second issue, the NPRM proposes a new exemption, § 802.15, which would exempt the acquisition of ten percent or less of an issuer’s voting securities in certain circumstances. In addition to addressing aggregation of assets and treatment of certain de minimis acquisitions, the Commission’s NPRM also proposes necessary amendments to this HSR Form and accompanying Instructions to effect the proposed changes. In particular, Items 4 through 8 on the HSR Form would be revised to seek information about associates of certain acquiring persons, including the aggregation of acquisitions in the same issuer across its associates (There would be no change to the information Items 6(c) and 7 require, because those items already require information from associates.). Although these proposed changes would result in an increased burden for certain acquiring persons, the Commission would also revise the HSR Instructions to limit the financial information required in Items 4(a) and 4(b). The change in Items 4(a) and 4(b) should reduce burden for certain acquired persons and clarify what types of information should be submitted.

US Code: 15 USC 18a Name of Law: Clayton Act
   PL: Pub.L. 94 - 435 90 Stat. 1390 Name of Law: Hart-Scott-Rodino Antitrust Improvements Act of 1976

3084-AB46 Proposed rulemaking 85 FR 77053 12/01/2020


IC Title Form No. Form Name
Non-index Filings
Index Filings
Non-index filing for a withdrawn transaction not employing the two-day resubmission process

  Total Request Previously Approved Change Due to New Statute Change Due to Agency Discretion Change Due to Adjustment in Estimate Change Due to Potential Violation of the PRA
Annual Number of Responses 4,900 4,900 0 0 0 0
Annual Time Burden (Hours) 188,438 181,091 0 7,347 0 0
Annual Cost Burden (Dollars) 0 0 0 0 0 0
Changing Regulations
The proposed changes to the HSR Rules and Notification and Report Form are expected to increase the burden on the affected members of the public by 7,347 annual hours from the currently cleared amount of 181,091 annual hours. The total annual labor costs (currently estimated at $83,301,860), would increase by approximately $3,379,620.

Robert Jones 202 326-3100 [email protected]


On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).
The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:
    (i) Why the information is being collected;
    (ii) Use of information;
    (iii) Burden estimate;
    (iv) Nature of response (voluntary, required for a benefit, or mandatory);
    (v) Nature and extent of confidentiality; and
    (vi) Need to display currently valid OMB control number;
If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

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