Notice2022-18407
Agency Information Collection Activities; Proposed Collection; Comment Request; Extension
Primary source
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Published
August 26, 2022
Issuing agencies
Federal Trade Commission
Abstract
In accordance with the Paperwork Reduction Act of 1995 ("PRA"), the Federal Trade Commission ("FTC" or "Commission") is seeking public comment on its proposal to extend for an additional three years the FTC's portion of the information collection requirements contained in the rules implementing the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Rules") and corresponding Notification and Report Form for Certain Mergers and Acquisitions ("Notification and Report Form"). The current clearance expires on January 31, 2023.
Full Text
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<title>Federal Register, Volume 87 Issue 165 (Friday, August 26, 2022)</title>
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[Federal Register Volume 87, Number 165 (Friday, August 26, 2022)]
[Notices]
[Pages 52569-52571]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-18407]
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FEDERAL TRADE COMMISSION
Agency Information Collection Activities; Proposed Collection;
Comment Request; Extension
AGENCY: Federal Trade Commission.
ACTION: Notice.
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SUMMARY: In accordance with the Paperwork Reduction Act of 1995
(``PRA''), the Federal Trade Commission (``FTC'' or ``Commission'') is
seeking public comment on its proposal to extend for an additional
three years the FTC's portion of the information collection
requirements contained in the rules implementing the Hart-Scott-Rodino
Antitrust Improvements Act (``HSR Rules'') and corresponding
Notification and Report Form for Certain Mergers and Acquisitions
(``Notification and Report Form''). The current clearance expires on
January 31, 2023.
DATES: Comments must be received on or before October 25, 2022.
ADDRESSES: Interested parties may file a comment online or on paper by
following the instructions in the Request for Comments part of the
SUPPLEMENTARY INFORMATION section below. Write ``Paperwork Reduction
Act Comment: FTC File No. P072108'' on your comment, and file your
comment online at <a href="https://www.regulations.gov">https://www.regulations.gov</a> by following the
instructions on the web-based form. If you prefer to file your comment
on paper, mail your comment to the following address: Federal Trade
Commission, Office of the Secretary, 600 Pennsylvania Avenue NW, Suite
CC-5610 (Annex J), Washington, DC 20580, or deliver your comment to the
following address: Federal Trade Commission, Office of the Secretary,
Constitution Center, 400 7th Street SW, 5th Floor, Suite 5610 (Annex
J), Washington, DC 20024.
FOR FURTHER INFORMATION CONTACT: Robert L. Jones, Assistant Director,
Premerger Notification Office, Bureau of Competition, Federal Trade
Commission, Room CC-5301, 600 Pennsylvania Avenue NW, Washington, DC
20580, or by telephone to (202) 326-2740.
SUPPLEMENTARY INFORMATION:
Title: HSR Rules and Notification and Report Form, 16 CFR parts
801-803.
OMB Control Number: 3084-0005.
Type of Review: Extension of a currently approved collection.
Abstract: Section 7A of the Clayton Act (``Act''), 15 U.S.C. 18a,
as amended by the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
Public Law 94-435, 90 Stat. 1390, requires all persons contemplating
certain mergers or acquisitions to file notification with the
Commission and the Assistant Attorney General and to wait a designated
period of time before consummating such transactions. Congress
empowered the Commission, with the concurrence of the Assistant
Attorney General, to require ``that the notification . . . be in such
form and contain such documentary material and information . . . as is
necessary and appropriate'' to enable the agencies ``to determine
whether such acquisitions may, if consummated, violate the antitrust
laws.'' 15 U.S.C. 18a(d). Congress similarly granted rulemaking
authority to, among other things, ``prescribe such other rules as may
be necessary and appropriate to carry out the purposes of this
section.'' Id. Pursuant to that section, the Commission, with the
concurrence of the Assistant Attorney General, developed the HSR Rules
and the corresponding Notification and Report Form.
Likely Respondents: Merging Parties.
Estimated Annual Hours Burden: 264,947 hours [derived from 7,160
non-index filings x 37 hours each) + (12 index filings x two hours
each) + (one withdrawn transaction later restarted x three hours)].
[[Page 52570]]
Estimated Annual Cost Burden: $121,875,620, which is derived from
$460/hour x 264,947 hours.
As required by section 3506(c)(2)(A) of the PRA, 44 U.S.C.
3506(c)(2)(A), the FTC is providing this opportunity for public comment
before requesting that OMB extend the existing clearance for the
information collection requirements contained in the HSR Rules and
corresponding Notification and Report Form.
Burden Statement
The following burden estimates are primarily based on FTC data
concerning the number of HSR filings and FTC staff's informal
consultations with leading HSR counsel for outside parties.
Estimated Total Annual Hours
In fiscal year 2022, FTC staff estimates that the FTC will receive
a total of 6,580 non-index filings.\1\ Based on an average annual
increase in filings of 4.3% in the pre-COVID fiscal years 2017-2019,
FTC staff projects an average of 7,160 non-index filings per year for
fiscal years 2023-2025, the time period for which PRA clearance will be
requested from OMB.\2\ For index filings, FTC staff projects an average
of 12 index filings for fiscal years 2022-2025, based on a rough
average of 12 such filings per year over fiscal years 2017-2019.
Retaining prior assumptions, FTC staff estimates that non-index filings
require, on average, approximately 37 hours per filing and that index
filings require an average of two hours per filing.\3\
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\1\ The estimate is based on actual data for the first three
quarters of fiscal year 2022 and a projected number of filings for
the last quarter that is the average of the number of filings
received in the second and third quarter of fiscal year 2022. The
second FR Notice will have the actual number of filings for fiscal
year 2022, and all calculations based on the projected number of
filings for fiscal year 2022 will be updated accordingly.
\2\ Due to the exceptional volatility in the number of filings
in fiscal years 2020 and 2021, data for these years was not included
in the estimation of the annual growth rate of filings.
\3\ Index filings pertain to certain transactions described in
Sections 7A(c)(6) and (c)(8) of the Clayton Act that are subject to
the approval of other agencies and are exempt from the requirements
of the premerger notification program. Index filings are
incorporated into the FTC's currently cleared burden estimates,
because the parties to these exempt transactions must file copies of
the information submitted to the other agencies with the Commission
and the Assistant Attorney General. However, the task of filing a
copy of information provided to another agency requires
significantly less time than the preparation of a filing for a non-
exempt transaction.
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On rare occasions, a transaction for which the HSR filing is
automatically withdrawn during the merger review process (due to the
parties' Securities and Exchange Commission filing indicating that the
transaction has been terminated) could be subsequently restarted. Based
on experience to date, this would occur approximately once every
fifteen years, i.e., a historical frequency of 0.067 transactions per
year. FTC staff believes that this new filing would require the same
work and diligence as any new non-index filing. Assuming, then, an
average of 37 hours for one transaction, when applied to a historical
frequency of 0.067, this amounts to an annual average of three hours,
rounded up, for a withdrawn transaction later restarted.
Thus, the total estimated hours burden is 264,947 hours [(7,160
non-index filings x 37 hours each) + (12 index filings x two hours
each) + (one withdrawn transaction later restarted x three hours))].
Estimated Total Annual Labor Cost
Using the burden hours (264,947) estimated above and applying an
estimated average of $460/hour for executive and/or attorney
compensation, FTC staff estimates that the total labor cost associated
with the HSR Rules and the Notification and Report Form is
approximately $121,875,620.
Estimated Total Annual Non-Labor Cost
The applicable requirements impose minimal start-up costs, as
businesses subject to the HSR Rules generally have or obtain necessary
equipment for other business purposes. Staff believes that the above
requirements necessitate ongoing, regular training so that covered
entities stay current and have a clear understanding of federal
mandates, but such training would be subsumed within the ordinary
training that employees receive.
Request for Comments
Pursuant to Section 3506(c)(2)(A) of the PRA, the FTC invites
comments on: (1) whether the proposed collection of information is
necessary for the proper performance of the functions of the agency,
including whether the information will have practical utility; (2) the
accuracy of the agency's estimate of the burden of the proposed
collection of information, including the validity of the methodology
and assumptions used; (3) ways to enhance the quality, utility, and
clarity of the information to be collected; and (4) ways to minimize
the burden of maintaining records and providing disclosures to
consumers. All comments must be received on or before October 25, 2022.
You can file a comment online or on paper. For the FTC to consider
your comment, we must receive it on or before October 25, 2022. Write
``Paperwork Reduction Act Comment: FTC File No. P072108'' on your
comment. Your comment--including your name and your state--will be
placed on the public record of this proceeding, including the <a href="https://www.regulations.gov">https://www.regulations.gov</a> website.
Due to the public health emergency in response to the COVID-19
outbreak and the agency's heightened security screening, postal mail
addressed to the Commission will be subject to delay. We encourage you
to submit your comments online through the <a href="https://www.regulations.gov">https://www.regulations.gov</a>
website.
If you prefer to file your comment on paper, write ``Paperwork
Reduction Act Comment: FTC File No. P072108'' on your comment and on
the envelope, and mail your comment to the following address: Federal
Trade Commission, Office of the Secretary, 600 Pennsylvania Avenue NW,
Suite CC-5610 (Annex J), Washington, DC 20580; or deliver your comment
to the following address: Federal Trade Commission, Office of the
Secretary, Constitution Center, 400 7th Street SW, 5th Floor, Suite
5610 (Annex J), Washington, DC 20024. If possible, submit your paper
comment to the Commission by courier or overnight service.
Because your comment will become publicly available at <a href="https://www.regulations.gov">https://www.regulations.gov</a>, you are solely responsible for making sure that
your comment does not include any sensitive or confidential
information. In particular, your comment should not include any
sensitive personal information, such as your or anyone else's Social
Security number; date of birth; driver's license number or other state
identification number, or foreign country equivalent; passport number;
financial account number; or credit or debit card number. You are also
solely responsible for making sure that your comment does not include
any sensitive health information, such as medical records or other
individually identifiable health information. In addition, your comment
should not include any ``trade secret or any commercial or financial
information which . . . . is privileged or confidential''--as provided
by Section 6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule
4.10(a)(2), 16 CFR 4.10(a)(2)--including in particular competitively
sensitive information such as costs, sales statistics, inventories,
formulas, patterns, devices, manufacturing processes, or customer
names.
Comments containing material for which confidential treatment is
requested must be filed in paper form, must be clearly labeled
``Confidential,''
[[Page 52571]]
and must comply with FTC Rule 4.9(c). In particular, the written
request for confidential treatment that accompanies the comment must
include the factual and legal basis for the request, and must identify
the specific portions of the comment to be withheld from the public
record. See FTC Rule 4.9(c). Your comment will be kept confidential
only if the General Counsel grants your request in accordance with the
law and the public interest. Once your comment has been posted publicly
at <a href="http://www.regulations.gov">www.regulations.gov</a>, we cannot redact or remove your comment unless
you submit a confidentiality request that meets the requirements for
such treatment under FTC Rule 4.9(c), and the General Counsel grants
that request.
The FTC Act and other laws that the Commission administers permit
the collection of public comments to consider and use in this
proceeding, as appropriate. The Commission will consider all timely and
responsive public comments that it receives on or before October 25,
2022. For information on the Commission's privacy policy, including
routine uses permitted by the Privacy Act, see <a href="https://www.ftc.gov/site-information/privacy-policy">https://www.ftc.gov/site-information/privacy-policy</a>.
Josephine Liu,
Assistant General Counsel for Legal Counsel.
[FR Doc. 2022-18407 Filed 8-25-22; 8:45 am]
BILLING CODE 6750-01-P
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</html>Indexed from Federal Register on August 26, 2022.
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