National Defense Authorization Act Premerger Notification Requirement:
Section 857 of the National Defense Authorization Act for Fiscal Year 2024 requires parties to a proposed merger or acquisition that (1) is reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) and (2) meets the criteria specified in National Defense Authorization Act for Fiscal Year 2024 to submit a copy of their HSR premerger notification filing to the Department of War (DoW).
Section 857 of the National Defense Authorization Act for Fiscal Year 2024:
“The parties to a proposed merger or acquisition that will require a review by the Department of Defense who are required to file the notification and provide supplementary information to the Department of Justice or the Federal Trade Commission under section 7A of the Clayton Act (15 U.S.C. 18a) shall concurrently provide such information to the Department of Defense during the waiting period under section 7A of the Clayton Act (15 U.S.C. 18a).”
Submission Instructions:
Email the DoW at osd.mc-alex.ousd-a-s.mbx.ma-division@mail.mil to inform the DoW of a transaction that requires premerger review and confirm that the HSR premerger notification filing has been submitted to the DOJ and FTC. The DoW will respond within one business day with instructions for submission of the HSR Form and any additional materials through secure channels.
If parties to a transaction are unsure whether that transaction meets the criteria above for DoW notification, they may contact the DoW Mergers and Acquisitions Division at osd.mc-alex.ousd-a-s.mbx.ma-division@mail.mil.
More information about the DoW criteria for premerger review per section 857 of the National Defense Authorization Act for Fiscal Year 2024 is located at: https://www.businessdefense.gov/ibr/gies/ma/index.html.