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1 1 (August 24, 2023)

handle is hein.crs/govemqb0001 and id is 1 raw text is: Congressional R esearch Service 1 Antitrust Agencies Release Draft Merger Guidelines and Propose HSR Rule Changes August 24, 2023 On July 19, 2023, the Department of Justice (DOJ) and the Federal Trade Commission (FTC) (the Agencies) jointly released draft Merger Guidelines (Draft Guidelines) for public comment. If adopted, the Draft Guidelines will update the factors and frameworks the Agencies intend to consider when investigating mergers and deciding whether to challenge particular mergers as antitrust violations. The Agencies signaled their intent to modernize the Merger Guidelines in January 2022, when they issued a joint request for public comments to inform potential revisions. According to the Agencies, the new revisions reflect significant advancements in the law and fundamental changes in our economy. The Draft Guidelines arrive on the heels of a proposed rulemaking the FTC published on June 29, 2023, that would ... redesign ... the premerger notification process required by the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act). Together, the new rules and Guidelines would subject merging firms to additional disclosure requirements while also providing new guidance about the types of mergers the Agencies are likely to investigate and challenge. This Legal Sidebar provides an overview of the legal and regulatory landscape that applies to merger enforcement, the recent proposed changes to the Merger Guidelines and HSR Act regulations, and some considerations for Congress. The Legal and Regulatory Landscape Section 7 of the Clayton Antitrust Act prohibits mergers or acquisitions that may ... substantially ... lessen competition, or ... tend to create a monopoly. The DOJ and FTC have largely overlapping jurisdiction to enforce this prohibition and are the agencies primarily responsible for merger enforcement, although a handful of other agencies also play a role in certain highly regulated industries (such as the Surface Transportation Board's review of railroad mergers and the Federal Communications Commission's review of telecom mergers). Congress intended the Clayton Act's prohibition of anticompetitive mergers to arrest the creation of trusts, conspiracies, and monopolies in their incipiency, and before consummation. To facilitate review of mergers that have not yet been consummated, the HSR Act imposes premerger notification requirements on parties who are planning transactions that exceed prescribed thresholds. The required Congressional Research Service https://crsreports.congress.gov LSB11027 CRS Legal Sidebar Prepared for Members and Committees of Congress

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