81 FR 53484 - Agency Information Collection Activities; Proposed Collection; Comment Request

FEDERAL TRADE COMMISSION

Federal Register Volume 81, Issue 156 (August 12, 2016)

The information collection requirements described below will be submitted to the Office of Management and Budget (``OMB'') for review, as required by the Paperwork Reduction Act (``PRA''). The FTC is seeking public comments on its proposal to extend for an additional three years the current PRA clearance for information collection requirements in its 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 December 31, 2016.

[Federal Register Volume 81, Number 156 (Friday, August 12, 2016)]
[Notices]
[Pages 53484-53486]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-19230]


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FEDERAL TRADE COMMISSION


Agency Information Collection Activities; Proposed Collection; 
Comment Request

AGENCY: Federal Trade Commission (``Commission'' or ``FTC'').

ACTION: Notice.

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SUMMARY: The information collection requirements described below will 
be submitted to the Office of Management and Budget (``OMB'') for 
review, as required by the Paperwork Reduction Act (``PRA''). The FTC 
is seeking public comments on its proposal to extend for an additional 
three years the current PRA clearance for information collection 
requirements in its Antitrust Improvements Act Rules (``HSR Rules'') 
and corresponding Notification and Report Form for Certain Mergers and 
Acquisitions (``Notification and Report

[[Page 53485]]

Form''). That clearance expires on December 31, 2016.

DATES: Comments must be filed by October 11, 2016.

ADDRESSES: Interested parties may file a comment online or on paper, by 
following the instructions in the Request for Comment part of the 
SUPPLEMENTARY INFORMATION section below. Write ``HSR PRA Clearance 
Extension, P169300'' on your comment and file your comment online at 
https://ftcpublic.commentworks.com/ftc/hsrrulespra, by following the 
instructions on the web-based form. If you prefer to file your comment 
on paper, mail your comment to the following address: Federal Trade 
Commission, Office of the Secretary, 600 Pennsylvania Avenue NW., Suite 
CC-5610 (Annex J), Washington, DC 20580, or deliver your comment to the 
following address: Federal Trade Commission, Office of the Secretary, 
Constitution Center, 400 7th Street SW., 5th Floor, Suite 5610 (Annex 
J), Washington, DC 20024.

FOR FURTHER INFORMATION CONTACT: Robert L. Jones, Assistant Director, 
Premerger Notification Office, Bureau of Competition, Federal Trade 
Commission, Room CC-5301, 600 Pennsylvania Ave. NW., Washington, DC 
20580, or by telephone to (202) 326-2740.

SUPPLEMENTARY INFORMATION: Under the PRA, 44 U.S.C. 3501-3521, federal 
agencies must obtain approval from OMB for each collection of 
information they conduct or sponsor. ``Collection of information'' 
means agency requests or requirements that members of the public submit 
reports, keep records, or provide information to a third party. 44 
U.S.C. 3502(3); 5 CFR 1320.3(c). As required by section 3506(c)(2)(A) 
of the PRA, the FTC is providing this opportunity for public comment 
before requesting that OMB extend the existing PRA clearance for the 
HSR Rules and Notification and Report Form, 16 CFR part 801--803 (OMB 
Control Number 3084-0005).
    Pursuant to Section 3506(c)(2)(A), the FTC invites comments on: (1) 
Whether the disclosure requirements are necessary, including whether 
the information will be practically useful; (2) the accuracy of our 
burden estimates, including whether the methodology and assumptions 
used are valid; (3) how to improve the quality, utility, and clarity of 
the disclosure requirements; and (4) how to minimize the burden of 
providing the required information to consumers.
    Background Information: 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, inter alia, ``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. The following discussion 
presents the FTC's PRA burden analysis regarding completion of the 
Notification and Report Form.
    Burden Statement: The following burden estimates are primarily 
based on FTC data concerning the number of HSR filings and staff's 
informal consultations with leading HSR counsel.

Estimated Total Annual Hours

    In fiscal year 2015, there were 3,585 non-index filings and just 
one index filing.\1\ Based on an average annual increase of 27% in 
fiscal years 2013--2015, FTC staff projects a total of 4,553 non-index 
filings in fiscal year 2016. With index filings not having demonstrated 
a singular direction over the same span, however, staff instead bases 
its estimate on a rough average of the number of such filings over that 
same interval (fiscal years 2013--2015) to project a total of 10 index 
filings for fiscal year 2016.\2\ 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 2 hours 
per filing.
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    \1\ ``Index'' filings pertain to banking transactions, and thus 
would not be affected by the amendments. Index filings are 
incorporated, however, into the FTC's currently cleared burden 
estimates (the FTC has jurisdiction over the administration of index 
filings). They are mentioned here to distinguish them from and to 
further explain a ``non-index'' filing. Clayton Act Sections 
7A(c)(6) and (c)(8) exempt from the requirements of the premerger 
notification program certain transactions that are subject to the 
approval of other agencies, but only if copies of the information 
submitted to these other agencies are also submitted to the 
Agencies. Thus, parties must submit copies of these ``index'' 
filings, but completing the task requires significantly less time 
than non-exempt transactions (which require ``non-index'' filings).
    \2\ Based on the current rate of such filings this year, as well 
as the actual number of such filings, respectively, in fiscal years 
2014 and 2015, the above estimate likely well exceeds the eventual 
actual results for fiscal year 2016.
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    Calculating the burden for auto-withdrawal of filings pursuant to 
Sec.  803.12(b) of the HSR Rules requires an analysis of two potential 
scenarios. In one scenario, a filing is automatically withdrawn and the 
acquiring person utilizes the two-day resubmission process under Sec.  
803.12(c). In that case, no additional transaction is generated as the 
acquiring person simply restarts the waiting period on the same 
transaction. In the second scenario, the parties to a terminated 
transaction for which the filing is automatically withdrawn do not 
utilize the two-day resubmission process under Sec.  803.12(c) but 
later decide to move forward with the transaction. In that case, a new 
filing is required. Both of these scenarios are rare, as it is very 
unlikely that a transaction for which the HSR filing is automatically 
withdrawn during the merger review process (due to the parties' SEC 
filing indicating that the transaction has been terminated) would be 
subsequently restarted. Based on experience to date, this would occur 
approximately once every fifteen years, i.e., a historical frequency of 
.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 .067, this amounts to an annual 
average of 3 hours, rounded up, for a withdrawn transaction later 
restarted.
    Thus, the total estimated hours burden before adjustments is 
168,484 hours [(4,553 non-index filings x 37 hours/each) + (10 index 
filings x 2 hours/each) + (1 withdrawn transaction later restarted x 3 
hours))].

Estimated Total Annual Labor Cost

    Using the burden hours (168,484) estimated above and applying an 
estimated average of $460/hour for executive and/or attorney 
compensation, staff estimates that the total labor cost associated with 
the HSR Rules and the Notification and Report Form is approximately 
$77,502,640.

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

[[Page 53486]]

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 that 
this would be a small portion of and subsumed within the ordinary 
training that employees receive apart from that associated with the 
information collected under the HSR Rules and the corresponding 
Notification and Report Form.
    Request for Comment: Pursuant to Section 3506(c)(2)(A), the FTC 
invites comments on: (1) Whether the disclosure requirements are 
necessary, including whether the information will be practically 
useful; (2) the accuracy of our burden estimates, including whether the 
methodology and assumptions used are valid; (3) how to improve the 
quality, utility, and clarity of the disclosure requirements; and (4) 
how to minimize the burden of providing the required information to 
consumers.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before October 11, 
2016. Write ``HSR PRA Clearance Extension, P169300'' on your comment. 
Your comment--including your name and your state--will be placed on the 
public record of this proceeding, including to the extent practicable, 
on the public Commission Web site, at http://www.ftc.gov/os/publiccomments.shtm. As a matter of discretion, the Commission tries to 
remove individuals' home contact information from comments before 
placing them on the Commission Web site.
    Because your comment will be made public, you are solely 
responsible for making sure that your comment does not include any 
sensitive personal information, like 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, like medical records or other 
individually identifiable health information. In addition, do not 
include any ``[t]rade secret or any commercial or financial information 
which is . . . privileged or confidential'' as provided in 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). In particular, do not include competitively sensitive 
information such as costs, sales statistics, inventories, formulas, 
patterns devices, manufacturing processes, or customer names.
    If you want the Commission to give your comment confidential 
treatment, you must file it in paper form, with a request for 
confidential treatment, and you have to follow the procedure explained 
in FTC Rule 4.9(c).\3\ Your comment will be kept confidential only if 
the FTC General Counsel grants your request in accordance with the law 
and the public interest.
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    \3\ In particular, the written request for confidential 
treatment that accompanies the comment must include the factual and 
legal basis for the request, and must identify the specific portions 
of the comment to be withheld from the public record. See FTC Rule 
4.9(c), 16 CFR 4.9(c).
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    Postal mail addressed to the Commission is subject to delay due to 
heightened security screening. As a result, we encourage you to submit 
your comments online. To make sure that the Commission considers your 
online comment, you must file it at your comment and file your comment 
online at https://ftcpublic.commentworks.com/ftc/hsrrulespra by 
following the instructions on the web-based form. When this Notice 
appears at http://www.regulations.gov/#!home, you also may file a 
comment through that Web site.
    If you file your comment on paper, write ``HSR PRA Clearance 
Extension, P169300'' on your comment and on the envelope, mail your 
comment to the following address: Federal Trade Commission, Office of 
the Secretary, 600 Pennsylvania Avenue NW., Suite CC-5610 (Annex J), 
Washington, DC 20580, or deliver your comment to the following address: 
Federal Trade Commission, Office of the Secretary, Constitution Center, 
400 7th Street SW., 5th Floor, Suite 5610 (Annex J), Washington, DC 
20024. If possible, submit your paper comment to the Commission by 
courier or overnight service.
    The FTC Act and other laws that the Commission administers permit 
the collection of public comments to consider and use in this 
proceeding as appropriate. The Commission will consider all timely and 
responsive public comments that it receives on or before October 11, 
2016. For information on the Commission's privacy policy, including 
routine uses permitted by the Privacy Act, see http://www.ftc.gov/ftc/privacy.htm.

David C. Shonka,
Acting General Counsel.
[FR Doc. 2016-19230 Filed 8-11-16; 8:45 am]
 BILLING CODE 6750-01-P