Skip to main content

Publications

Jul 2011
15
July 15, 2011

New Premerger Filing Form


The Department of Justice and Federal Trade Commission have revised their premerger filing form. Though there are exceptions, in most situations parties to an acquisition must file a premerger form if the total consideration (including ancillary covenants) paid for the acquired company exceeds a trigger amount. The trigger amount for 2011 is $66 million. That amount is adjusted each year for inflation.

In some ways, the new premerger form is easier to complete than the old form. For example, the parties no longer need to reconstruct historic product-line revenues from a long-ago "base" year (like 2002), which was burdensome; instead, parties need only report their most recent product-line revenues. That change alone makes this new form a welcome improvement.

However, in other ways the new form may be more challenging, at least for some filers. For example, under the old form, filers only had to report their own product-line revenues, and those of affiliates under common ownership. In the new form, that reporting obligation is extended to a new category of entities called "associates." An associate is a business that is not under common ownership with the filing entity, but is under common management or common control (through a management agreement, for example). This added reporting for business associates may be an extra burden for some filers.

If you would like further information or a copy of the new form or new premerger filing rules, please contact Richard L. Bouma or any other business lawyer at Warner Norcross & Judd LLP.

NOTICE. Although we would like to hear from you, we cannot represent you until we know that doing so will not create a conflict of interest. Also, we cannot treat unsolicited information as confidential. Accordingly, please do not send us any information about any matter that may involve you until you receive a written statement from us that we represent you.

By clicking the ‘ACCEPT’ button, you agree that we may review any information you transmit to us. You recognize that our review of your information, even if you submitted it in a good faith effort to retain us, and even if you consider it confidential, does not preclude us from representing another client directly adverse to you, even in a matter where that information could and will be used against you.

Please click the ‘ACCEPT’ button if you understand and accept the foregoing statement and wish to proceed.

ACCEPTCANCEL

Text

+ -

Reset