November 20, 2023

MSCI Asks Congress To Halt Harmful DOJ, FTC Antitrust Policy Changes

On November 14, the Metals Service Center Institute (MSCI) joined more than a dozen other organizations, including the Business Roundtable and the National Association of Manufacturers, to send a letter to U.S. House and Senate Judiciary Committee leaders to make them aware of the “detrimental impact” proposed antitrust policy changes would have on small and large businesses, and on the country’s economy.

The Federal Trade Commission’s (FTC) and U.S. Department of Justice’s (DOJ) new regime, outlined at this link, would change the premerger notification form, its associated instructions, and the premerger notification rules by adding:

  • A provision of details about transaction rationale and details surrounding investment vehicles or corporate relationships;
  • A provision of information related to products or services in both horizontal products and services, and non-horizontal business relationships such as supply agreements;
  • A provision of projected revenue streams, transactional analyses and internal documents describing market conditions, and structure of entities involved such as private equity investments;
  • A provision of details regarding previous acquisitions; and
  • Disclosure of information that screens for labor market issues by classifying employees based on current Standard Occupational Classification system categories.

These additions reject federal standards businesses have relied on for more than 45 years.

The coalition letter MSCI signed said these change “will dramatically delay and discourage transactions critical to growth, job creation, and innovation for businesses of all sizes.” It also said the new regime would subject thousands of businesses each year to costly and unnecessary new burdens. “Smaller and middle-market businesses will be hit the hardest. Economists project the new regime will equate to over $2 billion in annual costs on these businesses with no identifiable benefit,” MSCI and its allies wrote.

The letter said House and Senate Judiciary Committee leaders should urge the FTC and DOJ to keep current rules in place since those rules reflect the reality that most transactions do not pose any anticompetitive concerns. “The proposed new regime would … require every company to submit substantial amounts of information in their initial notification, subjecting 100 percent of transactions to a level of burdensome reporting only potentially necessary for less than two percent of deals,” the letter concluded.

Read the full letter by clicking here.

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