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Premerger Notification; Reporting and Waiting Period Requirements

FTC · final-rule · Published 2005-12-12 · Effective 2006-01-11 · 70 FR 73369

Document

Document number
05-23884
Federal Register citation
70 FR 73369
CFR reference
16 CFR 801
Type
Rule
Action
Final rules.
Category
final-rule
Agency
US Federal Trade Commission
Publication date
2005-12-12
Effective date
2006-01-11

Abstract

The Federal Trade Commission is amending the premerger notification rules, which require the parties to certain mergers or acquisitions to file reports with the Commission and with the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice ("DOJ") and to wait a specified period of time before consummating such transactions, pursuant to Section 7A of the Clayton Act ("the Act"). The filing and waiting period requirements enable these enforcement agencies to determine whether a proposed merger or acquisition may violate the antitrust laws if consummated and, when appropriate, to seek a preliminary injunction in Federal court to prevent consummation. If either agency determines during the waiting period that further inquiry is necessary, it can issue a Request for Additional Information and Documentary Materials ("second request"), which extends the waiting period for a specified period after all parties have complied with the request (or, in the case of a tender offer or a bankruptcy sale, after the acquiring person complies). The Commission is amending the Notification and Report Form and its Instructions ("the Form and Instructions") to relieve some of the burden when complying with Items 4(a) and (b). Currently, paper copies of annual reports, annual audit reports and regularly prepared balance sheets and copies of certain documents, such as 10Ks filed with the Securities and Exchange Commission ("SEC"), must be provided in response to these Items. The modification of paragraph 803.2(e) will allow filing persons to provide an operative Internet address linking directly to the documents required by Items 4(a) and (b) in lieu of providing paper copies. The Commission is also amending the rules to specify that an acquiring person's notification, and an acquired person's notification in certain types of transactions, shall expire after eighteen months if a second request to either person remains outstanding. In addition, the Commiss

Source

Authoritative
Federal Register document
Machine
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