Federal Trade Commission August 15, 2005 – Federal Register Recent Federal Regulation Documents

The Commission is proposing amendments to the premerger notification rules (``the rules'') to enable filing parties to provide Internet links to certain documents in lieu of paper copies, and to address ``stale filing'' situations, in which parties make premerger notification filings but then fail to comply with a Request for Additional Information and Documentary Material (``second request''). Section 7A of the Clayton Act (``the Act'') requires the parties to certain mergers and acquisitions to file notification with the Federal Trade Commission (``the Commission'' or ``FTC'') and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice (``the Assistant Attorney General'' or ``DOJ'') and to wait a specified period of time before consummating such transactions. The reporting and waiting period requirements are intended to 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 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 proposing a change to relieve the burden of complying with Items 4(a) and (b) of the Notification and Report Form (``the Form''). 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 proposed modification would allow filing persons to provide an Internet address linking directly to the documents required by Items 4(a) and (b) in lieu of providing paper copies. The Commission is also proposing an amendment to 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 them remains outstanding.