Significant changes to the U.S. merger notification regime under the Hart-Scott-Rodino (“HSR”) Act are currently anticipated to go into effect on February 10, 2025, based on an update to the Federal Register publication schedule.

The Federal Trade Commission (“FTC”) announced the Final Rule implementing the changes to the HSR notification form on October 10, 2024, but publication in the Federal Register, which triggers a 90-day window prior to the effective date, has not yet occurred. Based on today’s update, publication is scheduled to occur on Tuesday, November 12, 2024. Assuming that happens, all HSR filings made on or after February 10, 2025 will be required to conform to the new rules; filings made prior to that date must be made according to the current rules.

The Final Rule, which scaled back the scope of the changes initially proposed in June 2023, is still expected to add significant increased burden to filing parties. The Premerger Notification Office has indicated that it expects to issue guidance beginning as soon as November 2024 on implementation issues, including to clarify some of the new requirements.

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We monitor these issues closely and stand ready to assist companies in navigating these transitions. If you have any questions concerning the material discussed in this post, including regarding steps companies can take to comply with the Final Rule or questions regarding the impact of the election results, please contact members of our Antitrust/Competition practice.

Tags: Antitrust, Competition, Merger Control
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Photo of Thomas Barnett Thomas Barnett

Thomas Barnett is a partner in the Washington, DC office and co-chair of the firm’s Antitrust & Competition Law Practice Group. Tom served as Assistant Attorney General in charge of the Justice Department’s Antitrust Division. He headed the Antitrust Division from 2005 to…

Thomas Barnett is a partner in the Washington, DC office and co-chair of the firm’s Antitrust & Competition Law Practice Group. Tom served as Assistant Attorney General in charge of the Justice Department’s Antitrust Division. He headed the Antitrust Division from 2005 to 2008, having previously served in the Division as Deputy Assistant Attorney General for Civil Enforcement from 2004 to 2005. He specializes in global antitrust and competition law practice and works closely with the firm’s white collar practice on criminal antitrust enforcement and investigative matters.

During his tenure at the Department of Justice, Tom:

  • Oversaw the review of all mergers investigated by the Division and supervised more than 30 cases filed in federal district court.
  • Was involved in some of the largest and most complicated criminal matters in the Division’s history, including investigations and prosecutions that involved coordination with multiple competition authorities in other jurisdictions.
  • Led an active competition advocacy program that included numerous amicus briefs filed with the U.S. Supreme Court on antitrust issues and comments to a wide range of federal and state agencies.
  • Argued before the U.S. Supreme Court as amicus on behalf of the United States in Bell Atlantic Corp. v. Twombly.
  • Testified several times before Congressional committees.
  • Worked with international antitrust authorities throughout the world and served in leadership positions in key international competition organizations, such as chairing the Working Party on International Cooperation and Enforcement of the OECD Competition Committee and serving on the Steering Committee of the International Competition Network.
  • Received the Edmund Randolph Award, the U.S. Department of Justice’s highest honor, for his service in the Division.
  • Prior to 2004, Mr. Barnett was a leader in the firm’s Antitrust & Consumer Law Practice Group. He also served as an adjunct professor at Georgetown University Law Center, teaching a course on antitrust and intellectual property issues in sports in 2001 and 2003, and as a co-teacher of an advanced antitrust seminar at the University of Virginia Law School multiple times between 1991 and 2004.
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Photo of Jim O’Connell Jim O’Connell

Jim O’Connell advises clients on their critical antitrust matters, including mergers and acquisitions, joint ventures, and other transactions; licensing arrangements and other business practices; government investigations; and litigation. In connection with his merger practice, he also regularly helps clients assess and comply with…

Jim O’Connell advises clients on their critical antitrust matters, including mergers and acquisitions, joint ventures, and other transactions; licensing arrangements and other business practices; government investigations; and litigation. In connection with his merger practice, he also regularly helps clients assess and comply with their obligations under the HSR Act and comparable merger control regimes around the world.

Clients and peers recommend Jim for his knowledge of antitrust law and his ability to provide expert and practical guidance. He is also recommended for his detailed understanding of the people and processes of the U.S. antitrust enforcement agencies, which he applies to help his clients navigate their most critical antitrust challenges successfully and efficiently. Legal 500 has described him as a “well-respected” practitioner who is “well connected with the DOJ” and recognized by clients for his ability to “quickly develop a high level of company-specific expertise.”

Jim has represented clients in a broad range of industries and sectors, including leading companies in the e-commerce, pharmaceutical, medical device, financial services, telecommunications, electronics, cable, broadcast, alcoholic beverages, consumer products, industrial products and heavy manufacturing, energy and natural resources, steel, aerospace, defense, chemicals, gaming, and software industries.

Jim joined Covington after over five years of public service with the Antitrust Division of the U.S. Department of Justice, where he served in several leadership roles, including as Deputy Assistant Attorney General and Chief of Staff. As Deputy AAG, he had responsibility for the Division’s appellate program and for the development of its major legislative and policy positions, such as those regarding intellectual property and the enforcement of Section 2 of the Sherman Act. His duties also included managing the Division’s relations with its enforcement counterparts around the world. This extensive international enforcement experience enables him to provide his clients highly informed and practical assessments of their U.S. and non-U.S. antitrust risks. Prior to his government service, Jim practiced antitrust law at an international New York-based firm.

A frequent speaker and writer on antitrust law and policy issues, Jim has also been a leader in the Antitrust Section of the American Bar Association for many years, serving in such positions as Chair of the editorial board of Antitrust, the Section’s magazine, and as Co-Chair of the Section’s Federal Civil Enforcement Section. He is currently a member of the Section’s leadership Council. He has also testified before the U.S. Congress and the Antitrust Modernization Commission, and he has served as a non-governmental advisor to the International Competition Network, which brings together competition enforcement authorities, academics, and leading practitioners from around the world to foster the development of best practices and encourage convergence on matters of antitrust policy.

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Photo of Anne Lee Anne Lee

Anne Lee, co-chair of the firm’s global Antitrust and Competition Law Practice Group, advises clients in complex antitrust litigation matters, strategic transactions, and government investigations. She represents clients before the DOJ and FTC on multi-jurisdictional mergers, competitor collaborations, and joint ventures, and she has…

Anne Lee, co-chair of the firm’s global Antitrust and Competition Law Practice Group, advises clients in complex antitrust litigation matters, strategic transactions, and government investigations. She represents clients before the DOJ and FTC on multi-jurisdictional mergers, competitor collaborations, and joint ventures, and she has litigated cases at the trial and appellate levels in both state and federal courts. Anne also provides antitrust counseling on a wide range of business conduct and compliance issues. A recognized leader in the area, Anne has been named to the “40 Under 40” rankings of both The National Law Journal and Global Competition Review.

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Photo of Ryan Quillian Ryan Quillian

Ryan Quillian, former Deputy Assistant Director of the Technology Enforcement Division at the U.S. Federal Trade Commission (FTC), advises clients on the full range of civil antitrust issues, including conduct and merger investigations, civil litigation, and counseling and compliance.

Ryan joined Covington after…

Ryan Quillian, former Deputy Assistant Director of the Technology Enforcement Division at the U.S. Federal Trade Commission (FTC), advises clients on the full range of civil antitrust issues, including conduct and merger investigations, civil litigation, and counseling and compliance.

Ryan joined Covington after eight years of public service with the FTC, where he worked on antitrust investigations in a variety of industries, including technology, pharmaceutical and life sciences, retail, distribution, consumer goods, and healthcare. In addition to his investigation experience, Ryan also developed strong relationships with staff throughout the agency, routinely interacted with agency leadership, communicated directly with foreign competition agencies, and provided technical assistance on proposed legislation.

As a manager of the FTC’s Technology Enforcement Division, Ryan supervised complex investigations into potentially anticompetitive mergers and conduct involving technology companies. Prior to joining the Technology Enforcement Division, Ryan served as Counsel to the Director of the Bureau of Competition, Attorney Advisor to Commissioner Noah Joshua Phillips, Acting Deputy Assistant Director of the Mergers IV Division, and a staff attorney in the Mergers IV Division.

Drawing on his substantive antitrust experience in government and private practice, Ryan provides clients with strategic counseling to manage competition risks. He regularly advises clients on issues such as antitrust compliance, business conduct, internal investigations, and responding to Second Requests as necessary. Ryan has extensive experience helping clients assess and comply with their premerger notification obligations under the Hart-Scott-Rodino (HSR) Act and comparable foreign premerger regimes, and he regularly guides clients through the coordination of merger clearances in jurisdictions around the world.

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Photo of James R. Dean Jr. James R. Dean Jr.

James Dean practices in the antitrust and energy regulatory areas. As part of his antitrust practice, James advises clients on all aspects of antitrust law, including mergers, joint ventures, distribution agreements, and trade association activities. He has represented numerous clients in responding to government…

James Dean practices in the antitrust and energy regulatory areas. As part of his antitrust practice, James advises clients on all aspects of antitrust law, including mergers, joint ventures, distribution agreements, and trade association activities. He has represented numerous clients in responding to government investigations and as both plaintiffs and defendants in private antitrust litigation.

James also regularly handles issues related to pre-merger notification filings under the Hart-Scott-Rodino Act and foreign merger control regimes.

James also has significant experience with energy regulatory matters. He advises both regulated utilities and financial investors on the federal and state regulation of both natural gas and electricity, including market restructuring issues, obtaining regulatory approval for energy-related transactions, and rate filings.

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Photo of Stacy Kobrick Stacy Kobrick

Stacy Kobrick focuses on counseling clients on Hart-Scott-Rodino (HSR) premerger notification requirements. She represents clients in a variety of industries, including private equity, energy, software, and telecommunications.

She has particular experience advising clients on general antitrust compliance issues, including information exchange and integration planning.

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Photo of Ross Demain Ross Demain

Ross Demain advises clients in complex antitrust matters, including mergers and acquisitions, joint ventures, and other transactions; government investigations; litigation; compliance; and trade association activities.

He has represented clients in civil and criminal investigations before the Department of Justice, Federal Trade Commission, and…

Ross Demain advises clients in complex antitrust matters, including mergers and acquisitions, joint ventures, and other transactions; government investigations; litigation; compliance; and trade association activities.

He has represented clients in civil and criminal investigations before the Department of Justice, Federal Trade Commission, and state antitrust enforcers, and in private antitrust litigation as both plaintiffs and defendants. Ross also regularly helps clients assess and comply with their premerger notification obligations under the Hart-Scott Rodino (HSR) Act.

Ross has significant experience helping clients achieve positive outcomes across a variety of industries and sectors, including technology, media, electronics, cable, broadcast, industrial products, energy and natural resources, defense, pharmaceuticals, medical devices, sports, and financial services.

Representative litigation victories in which Ross has been involved include:

  • obtaining dismissal of an antitrust claim in a precedent-setting case at the International Trade Commission (ITC) that confirmed that the antitrust injury requirement applies to claims brought under Section 337 (ITC 2018);
  • achieving one of the first dismissals of a corporate defendant on jurisdictional grounds in the sprawling, In re Automotive Parts Antitrust Litigation (E.D. Mich. 2013);
  • attaining dismissal of a purported class action antitrust suit brought by retired NFL players alleging a conspiracy to restrain a market for the sale of their images and likenesses, Washington v. National Football League (D. Minn. 2012); and
  • obtaining an early dismissal of novel resale price maintenance claims brought in federal court under New York’s Donnelly Act, Worldhomecenter.com, Inc. v. KWC America, Inc. (S.D.N.Y. 2011).
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Photo of Terrell McSweeny Terrell McSweeny

Terrell McSweeny, former Commissioner of the Federal Trade Commission (FTC), has held senior appointments in the White House, Department of Justice (DOJ), and the U.S. Senate. At the FTC and DOJ Antitrust Division, she played key roles on significant antitrust and consumer protection…

Terrell McSweeny, former Commissioner of the Federal Trade Commission (FTC), has held senior appointments in the White House, Department of Justice (DOJ), and the U.S. Senate. At the FTC and DOJ Antitrust Division, she played key roles on significant antitrust and consumer protection enforcement matters. She brings to bear deep experience with regulations governing mergers and non-criminal, anti-competitive conduct, as well as issues relating to cybersecurity and privacy facing high-tech, financial, health care, pharmaceutical, automotive, media, and other industries. Terrell is internationally recognized for her work at the intersection of law and policy with cutting edge technologies including Artificial intelligence (“AI”), Digital Health, Fintech, and the Internet of Things (“IoT”). Clients benefit considerably from her extensive relationships with other enforcement agencies around the world.

Prior to joining the Commission, Terrell served as Chief Counsel for Competition Policy and Intergovernmental Relations for the U.S. Department of Justice, Antitrust Division. She joined the Antitrust Division after serving as Deputy Assistant to the President and Domestic Policy Advisor to the Vice President from January 2009 until February 2012, advising President Obama and Vice President Biden on policy in a variety of areas.

Terrell’s government service also includes her work as Senator Joe Biden’s Deputy Chief of Staff and Policy Director in the U.S. Senate, where she managed domestic and economic policy development and legislative initiatives, and as Counsel on the Senate Judiciary Committee, where she worked on issues such as criminal justice, innovation, women’s rights, domestic violence, judicial nominations, immigration, and civil rights.

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