Several times a year, parties contact the Premerger Notification Office (PNO) to report that they have consummated a reportable acquisition without properly filing the required notification or observing the appropriate waiting period under the Hart Scott Rodino (HSR) Act. This webpage provides informal advice concerning post-consummation procedures to persons who have consummated transactions, sometimes inadvertently, without properly filing and in violation of the HSR Act. These are called, interchangeably, post-consummation, corrective or HSR violation filings.
Remember: a separate filing is required for each violation and a filing fee must accompany each post-consummation filing.
Determining Whether a Post-Consummation Filing Is Necessary
Determining whether a post-consummation or “corrective” filing needs to be made often involves a complicated analysis.
- Read about common types of transactions that trigger the need for a post-consummation filing.
- Read an overview of key elements of this analysis.
Contacting the PNO
When parties discover that they have consummated a reportable acquisition without properly filing and waiting, they should immediately notify Nora Whitehead and Vesselina Musick of the Premerger Notification Office.
Nora Whitehead: [email protected]
Vesselina Musick: [email protected]
Making a Post-Consummation Filing
Parties should file their notification as soon as possible in accordance with PNO guidance for non-corrective filings. The filing must include the current version of the Notification and Report Form ("Form"), as well as an explanation letter ("Letter").
The Form
- Be sure to check the box indicating a corrective filing on page one of the Form.
- The information required on the Form should be provided in substantially the same manner as if the filing had been made in a timely manner.
- Read details on how to fill out the Form.
The Letter
- All parties to a transaction (except for the acquired party in 801.30 transactions) must submit a detailed, written explanation letter about the violation, explaining all of the facts to be considered by the agencies.
- If the party is an individual, the explanation letter should be signed by that individual. If the party is a company, the explanation letter should be signed by a company official.
- Read more details on the contents of the letter.
Processing of Post-Consummation Filings
Post-consummation filings will be processed like any other filing, except that requests for early termination will not be granted. The FTC will also undertake an investigation to determine whether to seek civil penalties.