MSCI Asks Federal Trade Commission To Extend Comment Period On Proposed Merger Rules
The Federal Trade Commission (FTC) has proposed sweeping new HartScott-Rodino Act (HSR) rules along with a new proposed HSR form that would require parties to provide substantially more information and documents than they do currently.
If implemented, it would be the first change to these rules in 45 years.
The new rule also would substantially increase the burden for filing parties, extending the time it takes to prepare HSR filings from about one week to potentially several weeks or more and it would change the first 30-day review period to a much more intensive review. Companies that might be impacted by the proposal can find a detailed summary of the changes here. The FTC’s proposed rulemaking is here.
With the U.S. Chamber of Commerce (USCC) and several other trade associations representing a wide range of companies that routinely evaluate and file HSR-reportable transactions as prospective purchasers, sellers, investors, or facilitators, MSCI asked the FTC and the U.S. Department of Justice to extend the comment period for the rulemaking for an additional 60 days.
The letter, available here, argued “an extension would serve the interests of both the public and the agencies by allowing adequate time for more fulsome responses on a proposal that could reshape U.S. merger policy, business activity, and capital markets.” It noted a typical year sees more than 2,000 mergers whose aggregate transaction value approaches $3 trillion. The proposed rule acknowledged the new forms would almost quadruple average preparation time in each instance, imposing costs that “would be significant and impose additional burden on some filing parties.”
Finally, the letter also noted the FTC solicited feedback on numerous specific ideas that touch upon complex questions of markets, labor, capital, regulatory costs, and attorney-client privilege and argued that every one of those questions could, by themselves, “easily produce a highly substantive and lengthy response,” which is why stakeholders simply need more time to reply.