On June 20, the Federal Trade Commission and the Department of Justice's Antitrust Division announced that they are implementing an electronic filing system that allows merging parties to submit via the Internet premerger notification filings required by the Hart-Scott-Rodino Act. Electronic filings may be submitted quickly and easily, eliminating the time and expense entailed in duplicating and delivering documents.
The HSR Act and HSR Rules require the parties to certain mergers and acquisitions to file Notification and Report Forms (“HSR Forms”) with the FTC and the Antitrust Division in advance of those transactions. The reporting and waiting period requirements are intended to enable the 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.
To date, parties have been required to submit to both the FTC and the Antitrust Division paper copies of their HSR Forms and documentary attachments (with the exception of certain documents, such as SEC filings, that can be provided via internet links). Under the new system, filers will now have three options:
1) complete and submit the HSR Form and all attachments in hard copy;
2) complete the electronic version of the HSR Form and submit the Form and all attachments electronically; or
3) complete the electronic version of the HSR Form and submit it electronically while submitting all documentary attachments in paper copy.