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WASHINGTON, D.C. -- The Department of Justice and the Federal Trade Commission today announced steps that will streamline the Hart-Scott-Rodino premerger review process without sacrificing effective merger enforcement that protects American consumers and businesses.

Anne K. Bingaman, Assistant Attorney General in charge of the Department's Antitrust Division and Janet Steiger, Chairman of the Federal Trade Commission, announced eight major steps that will benefit American businesses by making the entire premerger review process quicker, more efficient and less costly. The improvements result from internal evaluation by the agencies and discussions with the private bar and business groups.

Three of the new improvements allow the agencies to determine which one will review a proposed merger in a much speedier fashion, create a joint model to be used when requesting additional information from proposed merging parties which will result in increased consistency, and establish an internal appeals process designed to reduce burdens involving the issuance of requests for additional information, known as "second requests."

"Effective merger enforcement is critical to this nation's economic health," said Bingaman. "This more efficient and cost effective process limits burdens on American businesses and reduces their compliance costs while at the same time allows us to do our job of protecting American consumers with sound reasoned merger enforcement. These initiatives also will save enormous resources for both businesses and the federal government."

The agencies will take the following eight major steps:

  • Determine which agency will review proposed mergers within nine business days from the date of filing and are implementing procedures to ensure that the deadline is met.

  • Issue a joint, annotated model "second request" that increases consistency between the agencies and reduces compliance burdens on businesses.

  • Establish a procedure for preclearance coordination by the agencies and mechanisms to reduce burdens on private parties during that time period.

  • Adopt a formal internal appeals process for second requests designed to reduce unnecessary burdens and ensure consistency in the issuance and negotiation of second requests.

  • Expand their programs for expedited, less costly review of mergers by inviting parties to proposed transactions to assist in identifying issues and providing data and analysis that could enable the agencies to terminate their investigations early in the process where warranted.

  • Participate in a joint project with the Antitrust Section of the American Bar Association to study second request practice issues.

  • Develop proposals for expanding the categories of transactions that are exempt from HSR's notification requirements.

  • Increase their efforts to work together through joint training, cross staffing and other cooperative activities to harmonize their merger review efforts and promote consistency.

Bingaman said that these initiatives will result in real improvements in the merger review process from start to finish.

Any interested party may submit comments on other potential initiatives to Robert A. Potter, Chief, Legal Policy Section, Antitrust Division, Department of Justice, 10th and Constitution Avenue, N.W., Washington, D.C. 20530.