FTC Chairman Andrew Ferguson said in a Feb. 18 employee memo that their premerger notification office typically sees anywhere between 35 to 50 transactions weekly, but received 394 filings for around 200 transactions during the week of Feb. 10 prior to the Hart-Scott-Rodino Act changes taking effect Feb. 10.
The HSR changes would help the FTC and Justice Department’s antitrust division effectively monitor mergers and acquisitions for potential competition issues within the waiting period, which typically takes 30 days. In mid-January, The U.S. Chamber of Commerce sued the FTC, suggesting that the HRS premerger notification rules are “unnecessary and unlawful.”
“As we confront this merger wave together, I write to clarify the standards which should guide your review of transactions. Insofar as there is any ambiguity, let me be clear: the FTC’s and DOJ’s joint 2023 Merger Guidelines are in effect and are the framework for this agency’s merger-review analysis,” Mr. Ferguson said.
Mr. Ferguson said while no guidelines are perfect, the FTC and Justice Department will use the 2023 guidelines as the framework to do their “important merger-enforcement work.”
“Stability is good for the enforcement agencies,” he said. “The wholesale rescission and reworking of guidelines is time consuming and expensive. We should undertake this process sparingly. We have limited resources to patrol the beat and constant turnover undermines agency credibility.”
