FTC Adopts New Antitrust Review Rules

The Federal Trade Commission said Monday that it has adopted new rules designed to ease pre-merger antitrust review requirements.

Under the new rules, transactions that are not likely to raise antitrust or anti-competition concerns would be exempted from reporting requirements under the Hart-Scott-Rodino Act.

The law requires mergers involving large companies to file pre-merger notification with the FTC and the Department of Justice and to let a waiting period lapse before completing the transactions.

The waiting period allows the government time to review and challenge mergers that may violate antitrust laws.

The new rules, which amend those under the Hart-Scott-Rodino Act, were proposed in July 1995.

“These exemptions will remove an unnecessary burden from business and will allow the FTC and the Justice Department to better focus scarce resources on transactions that are more likely to cause competitive harm,” said William Baer, director of FTC’s Bureau of Competition.

The new rules exempt:

* Certain purchases or goods or land and buildings in the ordinary course of a business if the transaction is aimed at replacing or expanding production;

* Certain real estate acquisitions, such as those involving shopping centers or hotels/motels;

* Acquisitions of oil and natural-gas reserves and related production and exploration assets valued at $500 million or less;

* Acquisitions of coal reserves and related production and exploration assets valued at $200 million or less;

* Acquisitions of voting securities of companies that hold real property or carbon-based mineral reserves, the direct acquisition of which would be exempt, and other assets valued at $15 million or less;

* Acquisitions of realty acquired solely for rental or investment purposes.