February 1, 2021

Ms. April Tabor
Acting Secretary of the Federal Trade Commission
Federal Trade Commission
600 Pennsylvania Avenue NW
Suite CC-5610 (Annex J)
Washington, DC 20580

Re: 16 CFR Parts 801-803: Hart-Scott-Rodino Coverage, Exemption, and Transmittal Rules; Project No. P110014

Dear Ms. Tabor:

The Asset Management Group of the Securities Industry and Financial Markets Association (“SIFMA AMG”)1 writes to offer comments on the publication by the Federal Trade Commission (“Commission”), with the concurrence of the Antitrust Division of the Department of Justice (“DOJ,” and with the Commission, the “Agencies”), of a Notice of Proposed Rulemaking (“NPR”) regarding proposed changes to the rules implementing the Hart-ScottRodino (“HSR”) Antitrust Improvements Act.2 SIFMA AMG also offers comments on portions of the Advanced Notice of Proposed Rulemaking (“ANPR”).3

I. EXECUTIVE SUMMARY

With respect to the NPR, SIFMA AMG believes that the proposed change to the definition of “person” to include “associates” should be rejected in its entirety and that the de minimis exemption should be adopted without the disqualifying conditions relating to “common ownership” and vertical relationships. With respect to the ANPR, SIFMA AMG believes that the term, “solely for the purpose of investment,” should be harmonized with the Securities and Exchange Commission’s (“SEC”) guidance regarding beneficial ownership reporting to non-controlling investors that is based upon an intent to change or influence control of the issuer. To the extent that Commission does not do so, “solely for the purpose of investment” should be interpreted strictly in accordance with the Statement of Basis and Purpose (“SBP”).4 The meaning of “institutional investor” is adequate as currently defined in Rule 802.64.