Antitrust Resources - FTC Informal Interpretations
Each year, the Premerger Notification Office ("PNO") answers thousands of telephone queries regarding the HSR rules, giving informal advice on the potential reportability of transactions and on completion of the Notification and Report Form. To confirm the advice given, the private bar often memorializes the interpretation in a follow-up letter stating the factual situation, the questions raised, and the advice given. Over the years of the HSR act, the PNO staff have received thousands of these informal interpretation letters. The PNO has created this searchable database to provide quick access to these letters. Each letter can be found as a text searchable HTML file as well as an image of the original letter in PDF format.
To make effective use of these letters, please be aware of their limitations. They are intended to provide guidance by providing past and current staff interpretations on applicability of the HSR rules to specific fact situations. Although many of the letters may appear directly on point to a specific question you have, others may be so fact-specific that the interpretation will be applicable to only that transaction. Because of the limited scope of any particular letter, you should not rely on them as a substitute for reading the Act and the Rules themselves, but rather as a supplement that may address specific questions. As always, you can contact the PNO staff for assistance.
This web page will be regularly updated with new letters. To facilitate updates to the database, we would appreciate receiving electronic versions of any informal interpretation letters that persons submit. Please forward electronic copies of letters to hsr-letters@ftc.gov.
- Suggestions on Searching the Database
- Frequently Asked Questions Regarding the Database
- Download PDF Versions of All Information Interpretation Letters
PLEASE NOTE:
Completeness and accuracy of the database
Staff has endeavored to provide every informal interpretation letter and believes that the database is reasonably complete for the period 1981 to the present. We note that despite efforts to be thorough, it is possible that some letters are missing.
To protect the confidentiality of the parties seeking an informal interpretation, the letters have been redacted pursuant to one of two FOIA Exemptions: Exemption 3, 5 U.S.C. § 552 (b)(3) (citing Section 7A(h) of the Clayton Act, 15 U.S.C. § 18a(h) or Section 6(f) of the FTC Act, 15 U.S.C. §46(f)) or Exemption 4, 5 U.S.C. §552(b)(4). Any hand-written notes from PNO staff have been transcribed into each letter.
It is possible that typing errors have occurred during the transcription of these letters. It is advisable to refer to the PDF version of the original letter to confirm the accuracy of the text-searchable version before relying on any advice given. Please report any errors in transcription to this hsr-letters@ftc.gov.
This is an ongoing project. The PNO staff will be updating the database with new letters and will also be working towards identifying those letters which contain out of date information or advice. This process will take some time. Notice of any updates will be posted here.
Disclaimer
While these letters are being made routinely available for public inspection and copying pursuant to 5 USC § 552(a)(2), the FTC does not warrant or represent that (a) the letter database contains all letters, (b) the letters in the database are accurate and complete, (c) the letters accurately state the advice given to the writer by the staff of the Premerger Office of the FTC, or (d) the letters represent the current views of the staff of the Premerger Office of the FTC. The FTC is not liable or responsible for any misinterpretations of the HSR rules based upon reliance on this database, or resulting from any inaccuracies, errors, changes, or updates.
All materials on the Site are presented by the FTC for general informational purposes only. These materials do not, and are not intended to, constitute legal advice.
The FTC expressly disclaims all responsibility and liability arising from your use of or reliance on the letter database as a reference source. The FTC makes no representations or warranties of any kind, express or implied, that using the letter database or the Site will assist you in any way, whether in the practice of law or for any other purpose.
If you have specific questions not addressed in these letters, call the PNO between the hours of 8:30AM and 5:00PM, Monday through Friday, except holidays, at (202) 326-3100.