August 17, 2022

Volume XII, Number 229

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August 16, 2022

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August 15, 2022

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Coronavirus Sparks Changes to Premerger Notification Process at the FTC

In response to COVID-19, the FTC’s Premerger Notification Office (PNO) just announced several changes for all Hart-Scott-Rodino (HSR) filings going forward.  While these changes have been described as temporary, no specific end date has been identified.

  1. Hard copy HSR filings will no longer be accepted, until further notice

  2. No HSR filings whatsoever may be submitted on Monday, March 16.

  3. Starting at 8:30 a.m. on Tuesday, March 17, HSR filings must be submitted through a new, temporary e-filing system.  That system is not yet operational.  It will require parties to upload documents to a secure FTP site.

  4. While this temporary e-filing system is in place, early termination will not be granted for any filing.

Coronavirus; HSR filings

PNO intends to release additional guidance on the temporary e-filing system and new operating procedures soon.

Whether the new FTP filing solution will be operational by Tuesday and whether filings can be made as easily as in the past remains to be seen.  For deals requiring an HSR filing, we recommend parties build in extra time to complete the HSR filing.  Get your legal team involved earlier than normal.  If a merger agreement sets a deadline for filing HSR forms, again consider building in extra days or even weeks to account for uncertainty with the new system.

For deals with substantive antitrust issues, it may well be the case that the antitrust agencies are no longer holding external in-person meetings, so any meetings or presentations will need to be by phone or videoconference. In some instances, it is possible the agencies may delay such meetings until the situation has stabilized.

Copyright © 2022, Sheppard Mullin Richter & Hampton LLP.National Law Review, Volume X, Number 76
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About this Author

Leo Caseria Antitrust & Competition Attorney Sheppard Mullin Washington, DC
Partner

Leo Caseria is a partner in the Antitrust and Competition Practice Group in the Washington, D.C. and Los Angeles offices. 

Areas of Practice

Leo advises companies on antitrust issues in civil litigation, government investigations, mergers and acquisitions and proposed or contemplated business strategies. He has litigated numerous antitrust cases in federal and state courts, including cases based on alleged price-fixing, market allocation, boycott, monopolization and attempted monopolization.  He also has experience in consumer protection issues relating to...

202-747-1925
Robert Magielnicki, Legal Specialist, Sheppard Mullin,Antitrust,Trade Regulation
Partner

Robert L. Magielnicki is a partner in the Antitrust and Trade Regulation Practice Group.  He has a multi-disciplinary practice and engages in a diverse commercial practice with emphasis on antitrust, domestic and international business transactions, and complex civil and criminal litigation.

Areas of Practice

Mr. Magielnicki has more than 40 years of experience in the fields of antitrust and trade regulation, and business law, both domestically and internationally, including having served as General Electric Company's Associate Litigation and Antitrust...

202.218.0002
Malika Levarlet, Attorney, Sheppard Mullin, Corporate Practice, mergers
Associate

Ms. Malika Levarlet is an associate in the Corporate Practice Group in the firm's Washington, D.C. office.

Areas of Practice

Ms. Levarlet's practice focuses on advising international and domestic companies in connection with mergers and acquisitions, cross-border transactions (with a focus on U.S. and European companies), joint ventures, licensing agreements, and corporate governance. She represents clients operating in a wide range of industries including technology, hospitality, fashion and apparel, healthcare, financial services, and aerospace and defense...

202-772-5331
Bevin M.B. Newman Antitrust Lawyer Sheppard Mullin Law Firm
Partner

Bevin Newman is a partner in the Antitrust and Competition Practice Group in the firm's Washington, D.C. office.

Areas of Practice

Bevin is a strategic adviser to clients in cutting edge affiliations and collaborative arrangements. She focuses much of her practice in the healthcare industry bringing over twenty years of experience advising and defending globally renowned health systems, academic medical centers, providers, payers, and pharmaceuticals companies undertaking significant transactions, including mergers and acquisitions, joint ventures,...

202-747-1940
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