Preface

• Author: Paul B. Hewitt
• Profession: Chair, Mergers & Acquisitions Committee Section of Antitrust Law
• Pages: 7-8

vii

PREFACE

In 1985, the Section of Antitrust Law published the first edition of

the Premerger Notification Practice Manual, which contained a

collection and discussion of Federal Trade Commission (FTC) informal

staff interpretations relating to the Hart-Scott-Rodino Antitrust

Improvements Act of 1976 (HSR Act) and the FTC’s implementing rules

(Rules). The Manual quickly became a valuable reference tool for HSR

practitioners that continued with the publication of a second edition in

1991, a third edition in 2003, and a fourth edition in 2007.

Since 2007, many of the Rules have changed, and the body of

informal HSR Act lore continues to expand. A working group consisting

of private practitioners, along with several staff of the FTC’s Premerger

Notification Office (PNO) coordinated by Michele S. Harrington and

Ellen M. Jakovic, revised the Manual. This fifth edition supersedes the

2007 version of the Manual. Interpretations have been revised and

expanded as necessary and, in a few cases, deleted as obsolete. Many

new interpretations have been added.

Like the earlier editions, the fifth edition of the Manual is organized

by specific sections of the HSR Act and Rules. In addition, however, the

fifth edition is organized into chapters by general subject matter, namely

(1) HSR control tests/ultimate parent entity, (2) size of transaction

threshold test, (3) size of person threshold test, (4) exemptions, (5) HSR

form/process, and (6) enforcement actions. Unlike the earlier editions,

the fifth edition does not include the FTC’s formal interpretations, which

are now readily available on the PNO’s website. See http://www.ftc.gov/

enforcement/premerger-notifiction-program/statute-rules-and-formal-

interpretations.

Each numbered interpretation within each chapter of the fifth edition

describes the issue and analysis, identifies support for the conclusions,

and may comment on the issue and the interpretation. Within each

general subject matter, the interpretations are organized broadly by

specific sections of the HSR Act and Rules. Like the fourth edition,

every interpretation in this Manual was reviewed and discussed in detail

with the PNO staff. The fifth edition attempts to present as accurately as

possible the current position of that office, as discussed more fully in the

Introduction.

Special thanks are due to Michele S. Harrington and Ellen M.

Jakovic who coordinated preparation of the new edition; to Deborah

Feinstein (Director, Bureau of Competition), Marian Bruno (Deputy

Director, Bureau of Competition), Robert L. Jones (Assistant Director