Streamlining the Antitrust Review Process
The Federal Trade Commission (FTC) recently introduced pivotal updates to the Hart-Scott-Rodino (HSR) Act’s premerger notification requirements, so FTC translation requirements have changed. Among the most consequential updates is Section 803.8 which mandates that all foreign-language documents within HSR filings must now be accompanied by precise, full English translations.
There was also a change to the HSR Act’s Item 4C document requirements. These include studies, surveys, analyses, and reports evaluating market share, competition, markets, sales potential, or expansion into product or geographic markets. These documents must now be submitted in full verbatim English translations if originally prepared in a foreign language.
This article highlights the impact of the new FTC translation requirements on your corporate and legal teams, and how to optimize your antitrust compliance workflows for translation accuracy, cost-efficiency, and speed.
Why the FTC Translation Requirements Are Changing
FTC translation requirements mandating precise, full English translations of all foreign language documents is meant to streamline the antitrust review process. It helps the FTC and Department of Justice (DOJ) access essential information without delay.
The FTC and DOJ process thousands of merger filings each year, and processing delays can affect the enforcement of antitrust laws. When foreign-language documents are submitted with only partial translations or summaries, there may be critical information gaps or misinterpretations that can prolong the agencies’ review process. These delays can hamper the agency’s ability to meet strict HSR deadlines for initial assessments, potentially allowing anti-competitive mergers to proceed unchecked.
In today’s complex, business environment, many companies operate across borders and conduct transactions in multiple languages. This can complicate regulatory assessments. The FTC argues that complete translations in premerger filings address these complexities and enable a more accurate understanding of international business arrangements. This amended process would eliminate language barriers and ensure that agencies can meet HSR deadlines and consumer protection goals.
What Are the Benefits?
The revised rules under Section 803.8 mean that any foreign-language documents included in an HSR filing must now have complete English translations, replacing the previous option to submit summaries, extracts, or partial translations at the initial filing stage. This adds a new preparatory step to the HSR process. But this change has its’ benefits:
• Improved Accuracy in Merger Reviews: With full translations available at the outset, agencies can analyze mergers and acquisitions based on complete, precise information, which is crucial for understanding language nuances and industry-specific terminology.
• Enhanced Efficiency: Having documents fully translated in advance enables faster agency reviews without waiting for further translations, which can help reduce backlogs and free resources for other investigations.
• Reduced Risk of Incomplete Submissions: Full translations reduce the likelihood of unintentional omissions in the filing process, lessening the chance of errors or the need for resubmissions and follow-ups, benefitting both agencies and applicants.
Potential Challenges from the New FTC Translation Requirements
While the FTC sees the new translation requirements as a way to streamline the antitrust review process, businesses with international operations may encounter new challenges. These include:
• Higher Filing Costs: Translating complex documents can be costly, especially in M&A deals with multiple subsidiaries across various countries. If we’re talking about human translation of all foreign language documents, the costs can be exorbitant if the document counts are in the thousands or more.
• More Time Needed for Pre-Filing Preparation: Quality human translation and legal review takes time. If thousands of new documents are added to the process, this can extend the pre-filing timeline as businesses must gather, translate, and verify documents before submission to the FTC.
• Technical Challenges: New documents that contain technical terms, legal jargon, or industry-specific terms often require specialized translation skills (language and industry fluency) and tools (custom bilingual glossaries). Without translating these more technical documents with precise accuracy, translations risk being misleading or inadequate, potentially causing review delays.
• Reliance on Translation Technology: The FTC acknowledges that advancements in translation technology may help reduce some of the costs and time associated with the new requirements. However, machine translations alone may not be of high enough quality to enable proper legal analysis or satisfy FTC requirements. Your corporate and legal teams will likely need to combine machine translations with human post-editing and review to ensure accuracy, particularly when dealing with nuanced language.
How to Optimize Your Translation Workflows
Faced with the need to now translate every foreign language document as part of your premerger submission to the FTC, you’re going to need an experienced capable language services partner in your corner. And that partner should be well versed in multiple technical (and human) aspects of translation.
Linguistic Systems has been serving premier law firms, global corporations, and even the FTC and DOJ, for more than 57 years. Our Ai Translate solution can be optimized to achieve the highest levels of accuracy using machine translation, human translation, and MT post-editing while respecting your constraints regarding timeframe and budget. Linguistic Systems can also certify the translation quality for your submission.
Here are some of the capabilities we can deploy on your behalf to optimize your translation workflows for accuracy, efficiency, and cost-savings.
• Ai Translate GenAi: Generative AI Summaries of documents in dozens of languages — including English — in minutes to help your Review team quickly eliminate time-consuming, non-relevant documents.
• Ai Translate Analytics: Cross-lingual, meaning-based, semantic search and analytics across 20+ languages. This empowers your case team to quickly locate precise relevant passages among thousands or millions of files without bilingual support. Categorization, scoring, and redaction of content further simplifies and speeds your workflows.
• Ai Translate (language translation): Leading-edge machine translation (MT) capabilities in 100+ language pairs, plus professional human translation from 7,500 expert linguists, and human post-editing of machine translation content to boost MT accuracy — all from one simple user interface.
• Relativity Integration: All the capabilities of Ai Translate, via the Ai Translate Plugin for Relativity, without leaving the Relativity environment.
• Custom Bilingual Glossaries: Accelerate and improve translations by creating custom databases of technical and industry-specific terms; relevant company, product, and personal names; and locations and other outlier terms that can confuse MT engines and human translators.
• Certification of Results: If needed, Linguistic Systems can attest to the quality of the translation and the translation process to include with your filing.
• Advisory Services: Ai Translate Advisors can bring their decades of language and legal experience to your FTC submission or other legal matter. We’ll work with you to design the optimal workflow to optimize for translation accuracy, efficiency, and cost savings.
Moving Forward
The Federal Trade Commission’s Section 803.8 (and Item 4C) translation requirements represent a key shift in the HSR premerger notification process, emphasizing accuracy and transparency in regulatory filings. By engaging with Linguistic Systems in a thoughtful strategic way, your corporate and legal teams can successfully navigate the FTC translation requirements for the premerger review process.
Specific FTC Guidance: What Did They Say?
In an earlier revision of Section 803.8(a), the FTC did not require filers to translate all materials for the initial filing. English-language outlines, summaries, extracts, or verbatim translations only needed to be provided if they already existed. Section 803.8(b), however, required that all foreign-language documents responsive to a Second Request be provided with English translations. The FTC then combined both sets of guidance into a single paragraph requiring that verbatim English translations be provided with all foreign-language materials submitted as part of an HSR Filing or in response to a Second Request.
The FTC did not take a position on how the materials must be translated, only that the translations be of high quality. Here is their exact language.
“Section 803.8 does not require any particular method of translation but specifies that, whatever translation method the parties choose, all verbatim translations must be readily understood, materially accurate, and complete.”
The FTC also addressed the use of machine translation specifically — refusing to rule it out but requiring accuracy as shown below.
“Regarding a decision to … state explicitly that the submission of machine translations is acceptable … The Commission declines to state this explicitly and notes that in complying with the requirement to provide translations, parties must certify that translations are materially accurate even if they do not identify how they were created.”
This guidance empowers your teams to determine your method(s) of translation while holding you accountable for the accuracy of the translations. Therefore, it is critical for you to partner with an experienced translation services provider that can deliver the highest levels of accuracy — using several methods of translation — across hundreds of potential languages.
You can see the updated FTC Premerger Notification; Reporting and Waiting Period Requirements here.