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What entities are eligible to file a notification?
What types of notifications are there?
Where are notifications filed?
For more information, contact the Premerger Notification Unit at 202-514-2558.
The National Cooperative Research and Production Act of 1993 (“NCRPA” or “Act”), 15 U.S.C. §§ 4301-06, is designed to promote innovation, facilitate trade, and strengthen the competitiveness of the United States in world markets by:
While the application of the rule of reason and attorneys’ fee provisions to joint venture and SDO activity is automatic under the Act, the limitation of possible antitrust damage exposure to actual damages occurs only after a venture or SDO files a notification with the Antitrust Division of the Department of Justice (or the “Division”) and the Federal Trade Commission (or “FTC”) and the Division subsequently publishes a notice concerning the joint venture or SDO in the Federal Register.
Through the process of providing notifications under the NCRPA, joint ventures and SDOs inform the antitrust enforcement agencies and, through the publication (by the Division) of notices in the Federal Register, the public of their membership and activities, and any changes thereto.
Two types of entities are entitled to file notifications under the NCRPA:
Joint ventures that are engaged in the following activities may file notifications under the Act:
However, a joint venture for production is not eligible to file a notification unless both of the following conditions are met:
Standards development organizations may file notifications under the Act. For purposes of the Act, a SDO is a domestic or international organization that plans, develops, establishes or coordinates voluntary consensus standards using procedures that incorporate the attributes of openness, balance of interests, due process, an appeals process, and consensus in a manner consistent with the Office of Management and Budget Circular Number A-119, as revised February 10, 1998. A standards development organization does not include the parties participating in the standards development organization.
There are two types of NCRPA notifications:
The information that must be included in a notification to the Division and the FTC differs somewhat in original and supplemental notifications. There are also differences in the information that must be provided by joint ventures for research and development, joint ventures for production, and standards development organizations. All information supplied to the enforcement agencies as part of an NCRPA notification is protected from disclosure; only the information published by the Division in the Federal Register becomes public.
There are three components for every notification under the NCRPA. All three components apply to the three types of entities that may file: R&D joint ventures, production joint ventures and SDOs. Three copies of each of these items must be included in the filing—one copy must be sent to the FTC and two copies must be sent to the Division.
Original notifications by joint ventures must be submitted to the Division and FTC not later than 90 days after entering into a written agreement to form a joint venture for R&D or for production, and for SDOs not later than 90 days after commencing a standards development activity engaged in for the purpose of developing or promulgating voluntary consensus standards.
The three components of an original NCRPA notification are:
Information Concerning the Identity and Activities of the Joint Venture or SDO
R&D Joint Ventures: Provide a letter that states the name of the venture, identifies the names and addresses of the parties to the venture, and describes the nature and objectives of the venture. The notification may contain any additional information or documentation that the venture wishes to provide with respect to its nature and objectives.
Production Joint Ventures: Provide a letter that states the name of the venture, clearly identifies the venture as a joint venture for production, discloses the identity, address and nationality of any person who is a party to the venture or who controls any party to the venture whether separately or with one or more other person, identifies the location of the venture’s principal production facilities, and describes the nature and objectives of the venture. The notification may contain any additional information or documentation that the venture wishes to provide with respect to its nature and objectives.
Standards Development Organizations: Provide a letter that states the name and principal place of business of the SDO and that describes the nature of the SDO’s activities, and further provide documents showing the nature and scope of the SDO’s standards development activities.
Draft Federal Register Notice
All original NCRPA notifications should include a draft Federal Register notice.
Joint Ventures: The notice must include the name of the venture, the identities of the parties, and a general description of the area of planned activity of the venture.
Standards Development Organizations: The notice must identify the standards development organization and contain a general description of the standards development activities in which the SDO is engaged.
Exemplars: Original Federal Register Notices
Bold text indicates information to be provided by the joint
venture or SDO.
Identification of Person or Persons with Authority to Approve the Federal Register Notice
Prior to publication by the Division of a Federal Register notice, the notice must be approved by the notifying joint venture or SDO. Consequently, the notification should provide the name and contact information of the person or persons authorized by the joint venture or SDO to approve the Division’s proposed Federal Register notice.
Following the receipt of a proper notification, the Division will publish a notice in the Federal Register that identifies the parties to, and the activities of, the joint venture or SDO. Notifications may be withdrawn at any time before publication of a notice in the Federal Register; however, a joint venture or SDO does not receive the liability-limiting protections of the Act if its notification is withdrawn.
You may view published notices on the Federal Register website.
In order for joint ventures and SDOs that have filed original notifications to continue receiving the detrebling protections of the Act, such ventures and organizations must file supplemental notifications when changes occur after the initial filing.
Joint ventures: Supplemental notifications must be filed disclosing changes in membership or changes in the nature and/or objectives of the venture.
Standards Development Organizations: Supplemental notifications must be filed if there is an addition to or change in the standards setting activities performed by the SDO that were disclosed in the original notification.
Exemplars: Supplemental Federal Register Notices
Bold text indicates information to be provided by the joint venture
or SDO.
The same process applies to making a supplemental notification as is required when making the original notification. Two copies of the notification are sent to the Division and one copy to the FTC. The notification should provide information, and in the case of an SDO documentation, concerning the changes for which the supplemental notification is being made, a draft Federal Register notice reflecting those changes, and the name and contact information of the person or persons authorized to approve the publication of the Federal Register notice.
It is not necessary to provide or restate information provided in an earlier notification. For example, if a supplemental notification is being filed because of a change of membership in a joint venture, it is not necessary to enumerate all current members in the notification, identifying the parties who have been added and those who have been dropped will suffice.
Supplemental notifications must be filed within 90 days of the occurrence of the change requiring the notification.
Original and supplemental NCRPA notifications should be delivered to the following locations:
U.S. Department of Justice (2 copies):
Antitrust Division
Premerger Notification Unit
950 Pennsylvania Ave., N.W., Room 3335
Washington, DC 20530
(For overnight delivery, use ZIP Code 20004.)
Phone: 202-514-2558
Federal Trade Commission (1 copy):
Office of Policy and Evaluation
Federal Trade Commission
6th and Pennsylvania Ave., N.W., Room 392
Washington, DC 20580
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