Premerger Notification; Reporting and Waiting Period Requirements
The Federal Trade Commission ("FTC" or "Commission"), with the concurrence of the Assistant Attorney General, Antitrust Division, Department of Justice ("Assistant Attorney General" or "Antitrust Division") (together the "Agencies"), is issuing this final rule and Statement of Basis and Purpose ("SBP") to amend the Premerger Notification Rules (the "Rules") that implement the Hart-Scott-Rodino Antitrust Improvement Act ("the HSR Act" or "HSR"), including the Premerger Notification and Report Form for Certain Mergers and Acquisitions ("Form") and Instructions to the Notification and Report Form for Certain Mergers and Acquisitions ("Instructions"). The final rule requires parties to transactions that are reportable under the HSR Act to provide documentary material and information that are necessary and appropriate for the Agencies to efficiently and effectively conduct an initial assessment to determine whether the transaction may violate the antitrust laws and whether to issue a Request for Additional Information ("Second Request") as provided by the HSR Act. In addition, the final rule implements certain requirements of the Merger Filing Fee Modernization Act of 2022 ("Merger Modernization Act") and ministerial changes to the Rules as well as the necessary amendments to the Instructions to effect the final changes.
What this rule actually says
When two companies merge or one buys another, the FTC wants to know about it before the deal closes—specifically, whether combining them would hurt competition. This rule updates what information those companies have to submit and adds new filing fees based on deal size. The FTC is basically tightening what they ask for upfront so they can faster decide if a deal looks sketchy.
Who it applies to
- If you're being acquired or acquiring another company for >$111 million (2024 threshold): This applies. The threshold adjusts yearly for inflation.
- If you're a US company or selling to a US company: The FTC has jurisdiction. Non-US companies acquiring US assets also trigger this.
- If your AI product is part of the deal: The rule covers any asset transfer or merger, including software, user data, models, or customer lists.
- If you're bootstrapped or raising under $111M: Probably doesn't apply—most small funding rounds aren't reportable transactions.
- If you're in healthcare, hiring, or support chatbots and getting bought: The buyer will need to file, not necessarily you. But you need to know this is coming.
- User data scope: The rule applies to *any* combination of companies. Customer data, training data, behavioral data—all count toward deal size.
What founders need to do
- Know your deal size (1 day): If you're in acquisition talks, ask the buyer or lawyer: does this deal exceed the annual HSR threshold? If yes, proceed to step 2.
- File the HSR form before closing (2–3 days): The acquiring party typically files, but confirm who handles this. You'll need financial documents, product details, and company structure info. Filing is non-negotiable; closing before filing can trigger FTC enforcement.
- Prepare documentary materials (3–5 days): The updated rule asks for more detail on overlapping business lines, customer data, and competitive impact. Have your founding docs, cap table, and product specs ready.
- Budget for filing fees (1 day): Fees scale with deal size, ranging from $115k to $11.5M+. Confirm fee tier with legal counsel and build it into deal terms.
- Wait for FTC clearance (30+ days): After filing, you typically get a 30-day waiting period. The FTC can request more info ("Second Request"), which extends the timeline by months.
Bottom line
Unless you're being acquired for nine figures or more, ignore this—it's not your problem. If you are, treat HSR filing as a mandatory legal requirement that could delay closing by months if mishandled.