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

Forms and Documents

Forms and supporting documents for this ICR

Document	Type	Status	Availability
HSR NPRM _ Supporting Statement - FINAL - 12-1-2020.pdf	Supporting Statement A	Uploaded 2020-12-01	Repair queued

IC Document Collections

Information collection document groups

IC ID	Collection	Type	Status	Form
42609	Non-index Filings		Modified
207722	Non-index filing for a withdrawn transaction not employing the two-day resubmission process		Unchanged
179429	Index Filings		Unchanged

ICR Details

OMB Control No: 3084-0005	ICR Reference No: 202011-3084-001
Status: Historical Inactive	Previous ICR Reference No: 201912-3084-001
Agency/Subagency: FTC	Agency Tracking No:
Title: Hart-Scott-Rodino (Premerger notification) Rules and Report Form
Type of Information Collection: Revision of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular
OIRA Conclusion Action: Comment filed on proposed rule and continue	Conclusion Date: 01/26/2021
Retrieve Notice of Action (NOA)	Date Received in OIRA: 12/01/2020
Terms of Clearance: OMB files this comment in accordance with 5 CFR 1320.11(c). This OMB action is not an approval to conduct or sponsor an information collection under the Paperwork Reduction Act of 1995. This action has no effect on any current approvals. If OMB has assigned this ICR a new OMB Control Number, the OMB Control Number will not appear in the active inventory. For future submissions of this information collection, reference the OMB Control Number provided. Resubmit when proposed rule is finalized.

table that charts list comparision

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	01/31/2023	36 Months From Approved	02/28/2023
Responses	4,900	0	4,900
Time Burden (Hours)	181,091	0	181,091
Cost Burden (Dollars)	0	0	0

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Abstract: 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.

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Authorizing Statute(s): 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
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3084-AB46	Proposed rulemaking	85 FR 77053	12/01/2020

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 3

table that charts list of burden

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

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Burden increases because of Program Change due to Agency Discretion: Yes

Burden Increase Due to: Changing Regulations

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: 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.

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Annual Cost to Federal Government: $7,800,000

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     No

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

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Common Form ICR:  No

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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:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(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;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

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.

Certification Date: 12/01/2020

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