Waukesha Times

Today, Congressman Scott Fitzgerald (WI-05) addressed changes made by the Federal Trade Commission (FTC) to the premerger notification rules under the Hart-Scott-Rodino (HSR) Act. These changes follow the passage of the Merger Filing Fee Modernization Act of 2022 (MFFMA).

Fitzgerald expressed concern that FTC Chair Khan's proposed rule contradicted Congress's intent to reduce burdens on small businesses. He stated, "When Congress passed the Merger Filing Fee Modernization Act of 2022 (MFFMA), it did so with an expectation that the FTC would implement changes to premerger notification as Congress intended. Specifically, to decrease the burden on small businesses."

Despite his concerns, Fitzgerald acknowledged improvements in the final rule, which was unanimously approved by the FTC. He commended Republican Commissioners Holyoak and Ferguson for their efforts in removing certain provisions from the proposal. He noted, "While I remain concerned about the additional burden this rule imposes on merging parties, I commend the work by Republican Commissioners Holyoak and Ferguson to remove many of the proposed rule’s most dangerous provisions."

The final rule maintains requirements for disclosing subsidies from foreign entities of concern, a measure included through Fitzgerald's Foreign Merger Subsidy Disclosure Act within MFFMA. This provision aims to monitor financial influences from countries like China.

Fitzgerald emphasized his support for having Republican Commissioners at the FTC, stating, "The final product, which I support, demonstrates the importance of having Republican Commissioners at the FTC to push back on Chair Khan’s radical agenda."

Under these new regulations, parties involved in certain mergers and acquisitions must submit detailed premerger notification forms as part of their assessment process. The updated rules were submitted to the Federal Register on October 7, 2024.