WASHINGTON — The Department of Justice’s Antitrust Division and the Federal Trade Commission (FTC) today announced the implementation of an electronic filing system that allows merging parties to submit via the Internet premerger notification filings required by the Hart-Scott-Rodino (HSR) Act. Electronic filing eliminates the time and expense entailed in duplicating and delivering documents.
To date, parties have been required to submit to both the Department of Justice and the FTC paper copies of the required premerger notification form and documentary attachments (with the exception of certain documents, such as U.S. Securities and Exchange Commission filings, that can be provided via internet links). Under the new system announced today, filers will now have three options:
(1) complete and submit the form and all attachments in hard copy;
(2) complete the electronic version of the form and submit it and all attachments electronically; or
(3) complete the electronic version of the form and submit it electronically while submitting all documentary attachments in paper copy.
Because HSR filings are highly confidential, Antitrust Division and FTC officials noted that every step of the electronic filing process has been designed to ensure the confidentiality and security of submitted information. A valid electronic signature will be required before submission of the package, which will be encrypted and transmitted over the Internet to a secure FTC server. The agencies will employ multiple security measures once an electronic filing is received to protect the information that the parties submit.
In addition to providing benefits to filing parties and to the Department of Justice and FTC, electronic filing complies with the mandate of the Government Paperwork Elimination Act, which requires that federal agencies provide electronic filing and signature options to the extent practicable.
The HSR Act and HSR Rules require companies planning acquisitions or mergers that meet certain threshold requirements to file a Notification and Report Form with the Department of Justice and the FTC in advance of those transactions. The HSR Act also requires that the merging parties observe a mandatory 15- or 30-day waiting period, after which the companies may proceed with the transaction if neither agency has requested additional information about the transaction. These reporting and waiting period requirements give the antitrust agencies an opportunity to investigate proposed transactions and seek to enjoin anticompetitive deals before they are consummated. Detailed information on electronic filing, including an electronic version of the Notification and Report Form, can be found at https://www.hsr.gov/.
The electronic filing option will be available to the parties upon the publication of the Federal Register notice announcing necessary HSR Rule changes. That notice can be found at http://www.ftc.gov/bc/hsr/hsr.htm.