[Federal Register Volume 88, Number 12 (Thursday, January 19, 2023)]
[Notices]
[Pages 3413-3414]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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 www.reginfo.gov/public/do/PRAMain. Find this particular 
information collection by selecting ``Currently under 30-day Review--
Open for Public Comments'' or by using the search function. The 
reginfo.gov 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each) + (one withdrawn transaction later restarted x three hours)].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

[[Page 3414]]

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