MFA submitted a comment letter to the Federal Trade Commission (FTC) regarding it’s proposed amendments to the Hart-Scott-Rodino (HSR) premerger notification rules, as outlined in the Notice of Proposed Rulemaking concerning “Premerger Notification; Reporting and Waiting Period Requirements”. MFA’s letter argues that the proposed changes would impose unnecessary burdens on investment funds and other entities that routinely make HSR filings for transactions that do not raise anti-competition concerns. The changes would also drown FTC staff in filings, making the initial antitrust review of transactions less effective and efficient without providing meaningful benefits for the vast majority of transactions
The letter highlights that the FTC severely underestimates the costs and burdens associated with complying with the proposed amendments. MFA suggests that such constraints could deter alternative asset managers from pursuing transactions that encourage competition by requiring HSR filings, such as providing financing to startup companies.
As a result, MFA calls on the FTC to withdraw the proposal. However, should the agency determine to move forward, MFA provides recommendations to mitigate some of the unintended negative consequences. These include exempting certain types of transactions from the proposed additional filing requirements and eliminating some of the more onerous and unjustified disclosure mandates.