[Federal Register Volume 84, Number 176 (Wednesday, September 11, 2019)]
[Notices]
[Pages 47951-47953]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-19646]


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FEDERAL TRADE COMMISSION


Agency Information Collection Activities; Proposed Collection; 
Comment Request

AGENCY: Federal Trade Commission (FTC or Commission).

ACTION: Notice.

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SUMMARY: The FTC plans to ask the Office of Management and Budget (OMB) 
to extend for an additional 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''). The current clearance 
expires on December 31, 2019.

DATES: Comments must be received on or before November 12, 2019.

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 ``HSR Rules PRA Comment: 
FTC File No. P072108'' on your comment, and file your comment online at 
https://www.regulations.gov 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: Under the PRA, 44 U.S.C. 3501-3521, federal 
agencies must obtain approval from OMB for each collection of 
information they conduct or sponsor. ``Collection of information'' 
means agency requests or requirements that members of the public submit 
reports, keep records, or provide information to a third party. 44 
U.S.C. 3502(3); 5 CFR 1320.3(c). As required by section 3506(c)(2)(A) 
of the PRA, the FTC is providing this opportunity for public comment 
before requesting that OMB extend the existing PRA clearance for the 
HSR Rules and Notification and Report Form, 16 CFR parts 801-803 (OMB 
Control Number 3084-0005).
    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, 
inter alia, ``prescribe such other rules as may be necessary and 
appropriate to carry out the purposes of this section.'' Id.

[[Page 47952]]

    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. The following discussion 
presents the FTC's PRA burden analysis regarding completion of the 
Notification and Report Form. Under the HSR Rules, two types of filings 
are made: Non-index and index. ``Index'' filings pertain to banking 
transactions which Clayton Act Sections 7A(c)(6) and (c)(8) exempt from 
the requirements of the premerger notification program because they are 
subject to the approval of other agencies, but only if copies of the 
information submitted to these other agencies are also submitted to the 
FTC. Non-exempt transactions which are filed in accordance with HSR 
Rules are referred to as ``non-index'' filings.

Burden Statement

    The following burden estimates are primarily based on FTC data 
concerning the number of HSR filings and staff's informal consultations 
with leading HSR counsel for outside parties.

Estimated Total Annual Hours

    In fiscal year 2018, there were 4,188 non-index filings. Based on 
an average annual increase in filings of 5.3% in fiscal years 2016-
2018, FTC staff projects a total of 4,410 non-index filings in fiscal 
year 2019. For fiscal years 2020-2022, the time-period for which PRA 
clearance will be requested from OMB, the FTC projects an average of 
4,894 non-index filings per year, assuming a 5.3% increase each year. 
For index filings, staff bases its estimate on a rough average of five 
filings per year over that same interval (fiscal years 2016-2018) to 
project a total of five index filings for fiscal year 2019, as well as 
for fiscal years 2020-2022. 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.\1\
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    \1\ Index filings are incorporated into the FTC's currently 
cleared burden estimates, but the task of filing a copy of 
information provided to another agency requires significantly less 
time than ``non-index'' filings created for filing in compliance 
with the HSR rules.
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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 181,091 hours [(4,894 
non-index filings x 37 hours/each) + (three index filings x two hours/
each) + (one withdrawn transaction later restarted x three hours))].

Estimated Total Annual Labor Cost

    Using the burden hours (181,091) estimated above and applying an 
estimated average of $460/hour for executive and/or attorney 
compensation, staff estimates that the total labor cost associated with 
the HSR Rules and the Notification and Report Form is approximately 
$83,301,860.

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 the collection of information on those who are to 
respond. All comments must be received on or before November 12, 2019.
    You can file a comment online or on paper. For the FTC to consider 
your comment, we must receive it on or before November 12, 2019. Write 
``HSR Rules PRA Comment: FTC File No. P072108'' on your comment. Postal 
mail addressed to the Commission is subject to delay due to heightened 
security screening. As a result, we encourage you to submit your 
comments online, or to send them to the Commission by courier or 
overnight service. To make sure that the Commission considers your 
online comment, you must file it through the https://www.regulations.gov website by following the instructions on the web-
based form. Your comment--including your name and your state--will be 
placed on the public record of this proceeding, including the https://www.regulations.gov website. As a matter of discretion, the Commission 
tries to remove individuals' home contact information from comments 
before placing them on www.regulations.gov.
    If you file your comment on paper, write ``HSR Rules PRA 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 be placed on the publicly accessible FTC 
website at www.regulations.gov, 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,

[[Page 47953]]

must be clearly labeled ``Confidential,'' 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.\2\ 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 www.regulations.gov, 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.
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    \2\ See FTC Rule 4.9(c).
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    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 November 12, 
2019. You can find more information, including routine uses permitted 
by the Privacy Act, in the Commission's privacy policy, at https://www.ftc.gov/site-information/privacy-policy.

Heather Hippsley,
Deputy General Counsel.
[FR Doc. 2019-19646 Filed 9-10-19; 8:45 am]
BILLING CODE 6750-01-P