Federal Trade Commission January 2005 – Federal Register Recent Federal Regulation Documents

The Commission is amending the premerger notification rules (``the rules'') to reflect adjustment and publication of reporting thresholds as required by the 2000 amendments \1\ to Section 7A of the Clayton Act, 15 U.S.C. 18a, as added by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Public Law 94-935, 90 Stat. 1390 (``the Act.''). The Act requires all persons contemplating certain mergers or acquisitions, which meet or exceed the jurisdictional thresholds in the Act, to file notification with the Federal Trade Commission (``the Commission'') and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice (``the Assistant Attorney General'') and to wait a designated 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.

The Federal Trade Commission announces the revised thresholds for interlocking directorates required by the 1990 amendment of Section 8 of the Clayton Act. Section 8 prohibits, with certain exceptions, one person from serving as a director or officer of two competing corporations if two thresholds are met. Competitor corporations are covered by Section 8 if each one has capital, surplus, and undivided profits aggregating more than $10,000,000, with the exception that no corporation is covered if the competitive sales of either corporation are less than $1,000,000. Section 8(a)(5) requires the Federal Trade Commission to revise those thresholds annually, based on the change in gross national product. The new thresholds, which take effect immediately, are $21,327,000 for Section 8(a)(1), and $2,132,700 for Section 8(a)(2)(A).

In this document, the Federal Trade Commission (``FTC'' or ``Commission'') issues its Statement of Basis and Purpose and final Rule pursuant to the requirement imposed by the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (``CAN-SPAM'' or ``the Act'') for the Commission, not later than 12 months after December 16, 2003, to ``issue regulations pursuant to section 7711 [of the Act] defining the relevant criteria to facilitate the determination of the primary purpose of an electronic mail message.''

As part of its ongoing systematic review of all Federal Trade Commission rules and guides, the Commission gives notice that, during 2005, it intends to request public comments on the two rules listed below. The Commission will request comments on, among other things, the economic impact of, and the continuing need for, the rules; possible conflict between the rules and state, local, or other federal laws or regulations; and the effect on the rules of any technological, economic, or other industry changes. No Commission determination on the need for or the substance of the rules should be inferred from the intent to publish request for comments. In addition, the Commission announces a revised 10-year regulatory review schedule.