[Federal Register Volume 87, Number 165 (Friday, August 26, 2022)]
[Notices]
[Pages 52569-52571]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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 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:
    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 https://www.regulations.gov 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 https://www.regulations.gov 
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 https://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, must be clearly labeled 
``Confidential,''

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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 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.
    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 https://www.ftc.gov/site-information/privacy-policy.

Josephine Liu,
Assistant General Counsel for Legal Counsel.
[FR Doc. 2022-18407 Filed 8-25-22; 8:45 am]
BILLING CODE 6750-01-P