Notice2023-00891
Agency Information Collection Activities; Submission for OMB Review; Comment Request
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
January 19, 2023
Issuing agencies
Federal Trade Commission
Abstract
The Federal Trade Commission (FTC) requests that the Office of Management and Budget (OMB) extend for three years the current Paperwork Reduction Act (PRA) clearance for information collection requirements contained in the Antitrust Improvements Act Rules (HSR Rules) and corresponding Notification and Report Form for Certain Mergers and Acquisitions (Notification and Report Form). That clearance expires on January 31, 2023.
Full Text
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<title>Federal Register, Volume 88 Issue 12 (Thursday, January 19, 2023)</title>
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[Federal Register Volume 88, Number 12 (Thursday, January 19, 2023)]
[Notices]
[Pages 3413-3414]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-00891]
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FEDERAL TRADE COMMISSION
Agency Information Collection Activities; Submission for OMB
Review; Comment Request
AGENCY: Federal Trade Commission.
ACTION: Notice and request for comment.
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SUMMARY: The Federal Trade Commission (FTC) requests that the Office of
Management and Budget (OMB) extend for three years the current
Paperwork Reduction Act (PRA) clearance for information collection
requirements contained in the Antitrust Improvements Act Rules (HSR
Rules) and corresponding Notification and Report Form for Certain
Mergers and Acquisitions (Notification and Report Form). That clearance
expires on January 31, 2023.
DATES: Comments must be received by February 21, 2023.
ADDRESSES: Written comments and recommendations for the proposed
information collection should be sent within 30 days of publication of
this notice to <a href="http://www.reginfo.gov/public/do/PRAMain">www.reginfo.gov/public/do/PRAMain</a>. Find this particular
information collection by selecting ``Currently under 30-day Review--
Open for Public Comments'' or by using the search function. The
<a href="http://reginfo.gov">reginfo.gov</a> web link is a United States Government website produced by
OMB and the General Services Administration (GSA). Under PRA
requirements, OMB's Office of Information and Regulatory Affairs (OIRA)
reviews Federal information collections.
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.
Likely Respondents: Merging Parties.
Estimated Annual Hours Burden: 262,579 hours [derived from 7,096
non-index filings x 37 hours/each) + (12 index filings x two hours/
each) + (one withdrawn transaction later restarted x three hours)].
Estimated Annual Cost Burden: $120,786,340, which is derived from
$460/hour x 262,579 hours.
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.
On August 26, 2022, the Commission sought comment on the reporting
requirements associated with the HSR Rules and corresponding
Notification and Report Form. 87 FR 52569. No relevant comments were
received. Pursuant to the OMB regulations, 5 CFR part 1320, that
implement the PRA, 44 U.S.C. 3501 et seq., the FTC is providing this
second opportunity for public comment while seeking OMB approval to
renew the pre-existing clearance for those information collection
requirements.
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, the FTC received 6,518 non-index filings.
Based on an average annual increase in filings of 4.3% in the pre-COVID
fiscal years
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2017-2019,\1\ FTC staff projects an average of 7,096 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 2023-2025,
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\ 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.
\2\ The number of non-index filings and the projected annual
average of non-index filings are updated from the estimates provided
in the Commission's August 2022 Notice. See 87 FR 52569, 52570
(2022) (estimating that the FTC would receive 6,580 non-index
filings in fiscal year 2022 and projecting an average of 7,160 non-
index filings per year for fiscal years 2023-2025).
\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 262,579 hours [(7,096
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 (262,579) 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 $120,786,340.
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
Your comment--including your name and your state--will be placed on
the public record of this proceeding. Because your comment will be made
public, you are solely responsible for making sure that your comment
does not include any sensitive personal information, such as anyone'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.
Josephine Liu,
Assistant General Counsel for Legal Counsel.
[FR Doc. 2023-00891 Filed 1-18-23; 8:45 am]
BILLING CODE 6750-01-P
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</html>Indexed from Federal Register on January 19, 2023.
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