Markets Wired

Commission Proposes Changes to Improve Premerger Notification Form

The Federal Trade Commission is proposing to modify the form that companies must file when seeking FTC or Department of Justice review of a proposed transaction under the Hart-Scott-Rodino Act. Companies must notify the agencies when their transactions meet the HSR filing thresholds. The form, which both agencies use, provides basic background information on the premerger filing process.

The agency is seeking public comments on changes designed to streamline the form and focus on the information most needed by the agencies in their initial merger review. The proposal, to be published in the Federal Register, eliminates requests for unnecessary information. The new form, however, will require additional information that is needed to help the FTC and DOJ during their initial review of transactions. The FTC also believes the proposed changes will make the premerger notification process more efficient and will make the form easier to complete.

In addition to changes in the form, the proposal includes minor changes to the HSR Rules to address omissions from the Commission’s 2005 rulemaking involving unincorporated entities. Public comments on the proposed changes will be accepted until October 18, 2010.

The FTC vote approving the Federal Register notice was 5-0. It will be published shortly and is available now on the agency’s website as a link to this press release at www.ftc.gov/os/2010/08/100812hsrfrn.pdf. (FTC File No. P989316; the staff contact is Robert L. Jones, Bureau of Competition, 202-326-2740.)

Commission Approves Carilion Clinic’s Application to Sell the Center for Advanced Imaging to InSight Health Corp.

The Federal Trade Commission has approved Carilion Clinic’s divestiture of the Center for Advanced Imaging to InSight Health Corp. The divestiture restores competition for medical imaging in Roanoke, Virginia, that the FTC alleged was lost when Carilion acquired the Center for Advanced Imaging in 2008. Under a December 2009 settlement with the FTC, Carilion must divest a medical imaging center and an outpatient surgical center in Roanoke to FTC-approved buyers. The settlement resolves charges that Carilion’s acquisitions of the centers were illegal and anticompetitive. Carilion previously requested, and the FTC approved, the sale of one of the clinics – the Center for Surgical Excellence – to Fairlawn Surgery Center, LLC to satisfy, in part, its requirements under the Order.

The FTC vote approving Carilion’s application was 5-0. (FTC Docket No. C-9338; the staff contact is Roberta S. Baruch, Bureau of Competition, 202-326-2861; see press release dated October 7, 2009, at http://www.ftc.gov/opa/2009/10/carilion.shtm.)

Copies of the documents mentioned in this release are available from the FTC’s website at http://www.ftc.gov and from the FTC’s Consumer Response Center, Room 130, 600 Pennsylvania Avenue, N.W., Washington, DC 20580. Call toll-free: 1-877-FTC-HELP.

(FYI 32.2010.wpd)