How Mergers are Reviewed
Among the key provisions in U.S. antitrust law is one designed to prevent anticompetitive mergers or acquisitions. Under the Hart-Scott-Rodino Act, the FTC and the Department of Justice review most of the proposed transactions that affect commerce in the United States and are over a certain size, and either agency can take legal action to block deals that it believes would “substantially lessen competition.” Although there are some exemptions, for the most part current law requires companies to report any deal that is valued at more than $101 million to the agencies so they can be reviewed.
After the companies report a proposed deal, the agencies will do a preliminary review to determine whether it raises any antitrust concerns that warrant closer examination. Because the FTC and the Department of Justice share jurisdiction over merger review, transactions requiring further review are assigned to one agency on a case-by-case basis depending on which agency has more expertise with the industry involved. During the preliminary review, the parties must wait 30 days (15 days in the case of a cash tender or bankruptcy transaction) before closing their deal. Based on what the agency finds, it can: 1) terminate the waiting period and allow the parties to consummate their transaction (this action often is referred to as an “early termination”); 2) let the waiting period to expire, which allows the parties to consummate the transaction; or 3) if the initial review has raised competition issues, the agency may extend the review and ask the parties to turn over more information so it can take a closer look at how the transaction will affect competition (this action often is referred to as a “second request.”).
The vast majority of deals reviewed by the FTC and the Department of Justice are allowed to proceed after the first, preliminary review.
However, if a second request is issued, the companies must provide more information. Once the parties have certified that they have substantially complied with the request, the investigating agency has 30 additional days (10 days in the case of a cash tender or bankruptcy transaction) to complete its review of the transaction and take action if necessary. The agency may decide at this point to: 1) close the investigation; 2) enter into a settlement with the companies; 3) take legal action in federal district court or through the FTC’s administrative process to block the deal from going forward.
- Intercontinental Exchange, Inc./Black Knight, Inc., In the Matter of ( )
- Amgen Inc. and Horizon Therapeutics plc, FTC v. ( )
- Altria Group/JUUL Labs, In the Matter of ( )
- Intercontinental Exchange, Inc. and Black Knight, Inc., FTC v. ( )
- Microsoft/Activision Blizzard, In the Matter of ( )
- Illumina, Inc., and GRAIL, Inc., In the Matter of ( )
- Meta/Zuckerberg/Within, In the Matter of ( )
- Tractor Supply Company/Orscheln Farm and Home LLC, In the Matter of ( )
- Linde AG and Praxair, Inc., In the Matter of ( )
- JAB Consumer Partners/VIPW/Ethos Veterinary Health, In the Matter of ( )
- Meta Platforms, Inc./Mark Zuckerberg/Within Unlimited, FTC v. ( )
- Nvidia/Arm, In the Matter of ( )
- ARKO/GPM Investments, In the Matter of ( )
- JAB Consumer Partners/National Veterinary Associates/SAGE Veterinary Partners, In the Matter of ( )
- Hikma Pharmaceuticals/Custopharm ( )
- RWJ Barnabas Health/Saint Peter's Healthcare System, In the Matter of ( )
- Hackensack Meridian Health, Inc. and Englewood Healthcare Foundation, In the Matter of ( )
- American Securities Partners/Ferro, In the Matter of ( )
- Medtronic/Intersect, In the Matter of ( )
- HCA Healthcare/Steward Health Care System, In the Matter of ( )
- FTC, DOJ Issue Summary on Joint Pharmaceutical Merger Analysis Workshop ( )
- Statement Regarding the Termination of Boston Scientific Corporation’s Attempted Acquisition of a Majority Stake in M.I. Tech Co., Ltd. ( )
- FTC Sues to Block Biopharmaceutical Giant Amgen from Acquisition That Would Entrench Monopoly Drugs Used to Treat Two Serious Illnesses ( )
- Statement Regarding the Termination of CalPortland Company’s Attempted Acquisition of Assets Owned by Rival Cement Producer Martin Marietta Materials, Inc. ( )
- FTC Sues to Stop the Potentially Illegal Integration of New Orleans Area Hospitals Over Failure to Follow Federal Reporting Law ( )
- FTC Staff Seeks Court Order Preventing ICE from Consummating its Acquisition of Rival Black Knight Pending Agency Administrative Challenge ( )
- FTC, Justice Department, and European Commission Hold Third U.S.- EU Joint Technology Competition Policy Dialogue ( )
- FTC Files Amicus Brief in Sage Chemical vs. Supernus Pharmaceutical Supporting Competition in the Market for Drug Used to Treat Advanced Parkinson’s Disease ( )
- FTC and Justice Department to Hold Annual Spring Enforcers Summit ( )
- FTC Acts to Block Deal Combining the Two Top Mortgage Loan Technology Providers ( )
- Statement of Elizabeth Wilkins, Director of the FTC’s Office of Policy Planning, on the Decision of SUNY Upstate Medical University and Crouse Health System, Inc. to Drop Their Proposed Merger ( )
- FTC, DOJ Issue Fiscal Year 2021 Hart Scott Rodino Premerger Notification Report ( )
- FTC Announces 2023 Update of Size of Transaction Thresholds for Premerger Notification Filings and Interlocking Directorates ( )
- FTC Approves Final Order Preserving Farm Store Competition in the Midwest and the South ( )
- FTC Seeks to Block Microsoft Corp.’s Acquisition of Activision Blizzard, Inc. ( )
- FTC Further Modifies 2019 Order Requiring Praxair, Inc. and Linde AG to Sell Assets in Nine Industrial Gases Product Markets ( )
- FTC Staff Opposes Proposed Certificate of Public Advantage That Could Shield SUNY Upstate Medical University’s Acquisition of Crouse Health System from Antitrust Scrutiny ( )
- FTC Approves Final Order against JAB Consumer Partners to Protect Pet Owners from Private Equity Firm’s Rollup of Veterinary Services Clinics ( )
- FTC Approves Consent Order Addressing Concerns Over Tractor Supply’s Acquisition of Orscheln Farm and Home ( )
- FTC Approves Final Order Requiring EnCap to Sell Off EP Energy Corp’s. Entire Utah Oil Business ( )
- Making the Second Request Process Both More Streamlined and More Rigorous During this Unprecedented Merger Wave(September 28, 2021)
- Physician Group and Healthcare Facility Merger Study(April 14, 2021)
- Wait for it—a Waiting Period Letter confirms your HSR filing(March 19, 2021)
- HSR Early Termination After a Second Request Issues(March 12, 2021)
- HSR threshold adjustments and reportability for 2021(February 17, 2021)
- File comments in HSR Rulemaking by February 1(December 7, 2020)
- Got questions about the HSR Rulemaking? We’ll answer them live (virtually).(October 19, 2020)
- Leadership Changes in Mergers Divisions(October 7, 2020)
- A Fiscal Year Like No Other(October 6, 2020)
- Seeing the whole picture on avoidance devices(September 23, 2020)
- Real deadlines and real consequences(August 6, 2020)
- Eyes Wide Open: There are no blinders in merger reviews (July 20, 2020)
- Real-Time Transparency for HSR Transaction Numbers(July 9, 2020)
- A Busy Six Months(July 8, 2020)
- On “Failing” Firms — and Miraculous Recoveries(May 27, 2020)
- HSR Filing Fees – Reminders and Tips(May 18, 2020)
- Yes, we’re hiring another AD!(April 8, 2020)
- We’re hiring a new AD!(April 6, 2020)
- Antitrust review at the FTC: staying the course during uncertain times(April 6, 2020)
- Resuming early termination of HSR reviews(March 27, 2020)
- Vertical Merger Guidelines Workshop - CANCELEDMarch 18, 2020
- Vertical Merger Guidelines WorkshopMarch 11, 2020
- FTC Hearing #13: Merger RetrospectivesApril 12, 2019
- FTC Hearing #6: Privacy, Big Data, and CompetitionNovember 8, 2018
- FTC Hearing #6: Privacy, Big Data, and CompetitionNovember 7, 2018
- FTC Hearing #6: Privacy, Big Data, and CompetitionNovember 6, 2018
- Pet Medications Workshop October 2, 2012
- Horizontal Merger Guidelines Review ProjectJanuary 26, 2010
- Horizontal Merger Guidelines Review ProjectJanuary 14, 2010
- Horizontal Merger Guidelines Review ProjectDecember 10, 2009
- Horizontal Merger Guidelines Review ProjectDecember 8, 2009
- Horizontal Merger Guidelines Review ProjectDecember 3, 2009
- Hart-Scott-Rodino Premerger Notification Program Back to Basics WorkshopOctober 23, 2008
- Clinical Integration in Health Care: A Check-UpMay 29, 2008
- Unilateral Effects Analysis and Litigation WorkshopFebruary 12, 2008
- Charting the Future Course of International Technical AssistanceFebruary 6, 2008
- Grocery Store Antitrust: Historical Retrospective & Current DevelopmentsMay 24, 2007
- Energy Markets in the 21st Century: Competition Policy in PerspectiveApril 10, 2007
- Oil Industry Merger EffectsJanuary 14, 2005
- FTC/DOJ Joint Workshop on Merger EnforcementFebruary 17, 2004
- Statement of Commissioner Alvaro M. Bedoya Joined by Commissioner Rebecca Kelly Slaughter Regarding Amazon.com, Inc.'s Acquisition of 1Life Healthcare, Inc. ( )
- Joint Statement of Chair Khan, Commissioner Slaughter, Commissioner Wilson, and Commissioner Bedoya, Regarding Amazon.com, Inc.'s Acquisition of 1Life Healthcare, Inc. ( )
- Statement of Commissioner Rebecca Kelly Slaughter, Joined by Chair Lina M. Khan and Commissioner Alvaro M. Bedoya, Regarding the FY2021 HSR Annual Report ( )
- Statement of Commissioner Christine S. Wilson Regarding the FY2021 HSR Annual Report ( )
- Remarks by Holly Vedova at 12th Annual GCR Live: Law Leaders Global Conference ( )
- Dissenting Statement of Commissioner Christine S. Wilson Regarding the Petition for Recusal of Chair Lina M. Khan from Involvement in the Matter of Meta/Zuckerberg/Within ( )
- Statement of Commissioner Rebecca Kelly Slaughter Joined by Chair Lina M. Khan ( )
- "Oversight of the Enforcement of the Antitrust Laws": Prepared Statement of the Federal Trade Commission Before the Subcommittee on Competition Policy, Antitrust, and Consumer Rights of the U.S. Senate Committee on the Judiciary ( )
- Remarks of Chair Lina M. Khan as Prepared for Delivery Fordham Annual Conference on International Antitrust Law & Policy ( )
- Opening Remarks of Christine S. Wilson at Merger Listening Forum ( )
- Remarks of Commissioner Christine S. Wilson: An Update on Merger Enforcement ( )
- Keynote Remarks of Commissioner Rebecca Kelly Slaughter at the FTC/DOJ Pharmaceutical Task Force Workshop ( )
- Statement of Chair Lina M. Khan, Joined by Commissioner Rebecca Kelly Slaughter and Commissioner Alvaro M. Bedoya Regarding JAB Consumer Fund/SAGE Veterinary Partners ( )
- Concurring Statement of Commissioners Noah Joshua Phillips and Christine S. Wilson ( )
- Statement of Commissioners Noah Joshua Phillips and Christine S. Wilson in the Matter of Buckeye Partners/Magellan Midstream Partners ( )
- Remarks of Commissioner Rebecca Kelly Slaughter - Storming the Concentration Castle: Antitrust Lessons from the Princess Bride ( )
- Remarks of Chair Lina M. Khan at the White House Roundtable on the State of Labor Market Competition in the U.S. Economy ( )
- Concurring Statement of Commissioner Slaughter and Chair Khan regarding FTC and State of Rhode Island v. Lifespan Corporation and Care New England Health System ( )
- Concurring Statement of Commissioners Noah Joshua Phillips and Christine S. Wilson Regarding Lifespan Corporation and Care New England Health System ( )
- Comment Submission of Chair Lina M. Khan Regarding the 1995 Bank Merger Competitive Review Guidelines ( )
- Hart-Scott-Rodino Annual Report: Fiscal Year 2021 ( )
- Non-HSR Reported Acquisitions by Select Technology Platforms, 2010-2019: An FTC Study ( )
- Order to File Special Report Regarding Physician Group and Healthcare Facility Mergers ( )
- Federal Trade Commission's Commentary on Vertical Merger Enforcement ( )
- Hart-Scott-Rodino Annual Report: Fiscal Year 2019 ( )
- U.S. Department of Justice and the Federal Trade Commission Vertical Merger Guidelines ( )
- Federal Trade Commission (Bureau of Competition) and Department of Justice (Antitrust Division): Hart-Scott-Rodino Annual Report: Fiscal Year 2018 ( )
- Economics at the FTC: Non-Price Merger Effects and Deceptive Automobile Ads ( )
- Mergers of capacity-constrained firms ( )
- Simulating Hospital Merger Simulations ( )
- The effects of physician and hospital integration on Medicare beneficiaries’ health outcomes ( )
- Federal Trade Commission (Bureau of Competition) and Department of Justice (Antitrust Division): Hart-Scott-Rodino Annual Report: Fiscal Year 2016: Section 7A of the Clayton Act (The Hart-Scott-Rodino Antitrust Improvements Act of 1976) ( )
- Price Effects of a Merger: Evidence from a Physicians’ Market ( )
- The FTC's Merger Remedies 2006-2012: A Report of the Bureaus of Competition and Economics ( )
- Federal Trade Commission (Bureau of Competition) and Department of Justice (Antitrust Division): Hart-Scott-Rodino Annual Report: Fiscal Year 2015: Section 7A of the Clayton Act, 15 U.S.C. 18A (The Hart-Scott-Rodino Antitrust Improvements Act of 1976) ( )
- Federal Trade Commission (Bureau of Competition) and Department of Justice (Antitrust Division): Hart-Scott-Rodino Annual Report: Fiscal Year 2014: Section 7A of the Clayton Act, 15 U.S.C. 18a (The Hart-Scott-Rodino Antitrust Improvements Act of 1976) ( )
- Federal Trade Commission (Bureau of Competition) and Department of Justice (Antitrust Division): Hart-Scott-Rodino Annual Report: Fiscal Year 2013: Section 7A of the Clayton Act, 15 U.S.C. 18a (The Hart-Scott-Rodino Antitrust Improvements Act of 1976) ( )
- Economics at the FTC: Physician Acquisitions, Standard Essential Patents, and Accuracy of Credit Reporting ( )
- 35th Report (FY2012) ( )
- Federal Trade Commission (Bureau of Competition) and Department of Justice (Antitrust Division): Hart-Scott-Rodino Annual Report: Fiscal Year 2012: Section 7A of the Clayton Act, 15 U.S.C. 18a (The Hart-Scott-Rodino Antitrust Improvements Act of 1976) ( )
- FTC Staff Submission to the Southwest Virginia Health Authority and Virginia Department of Health Regarding Cooperative Agreement Application of Mountain States Health Alliance and Wellmont Health System ( )
- FTC Staff Comment Before the Federal Energy Regulatory Commission Concerning Analysis of Horizontal Market Power under the Federal Power Act (Docket No. RM11-14-000) ( )
- "Oversight of the Enforcement of the Antitrust Laws": Prepared Statement of the Federal Trade Commission Before the Subcommittee on Competition Policy, Antitrust, and Consumer Rights of the U.S. Senate Committee on the Judiciary ( )
- Protecting Military Servicemembers and Veterans from Financial Scams and Fraud: Prepared Statement of the Federal Trade Commission Before the House Subcommittee on National Security ( )
- Opening Statement of Acting Chair Rebecca Kelly Slaughter Before the Subcommittee on Antitrust, Commercial and Administrative Law Of the Judiciary Committee U.S. House of Representatives ( )
- Prepared Statement of Commissioner Noah Joshua Phillips Concerning "Reviving Competition Part 3: Strengthening the Laws to Address Monopoly Power" ( )
- Prepared Statement of Federal Trade Commission Acting Chair Rebecca Kelly Slaughter Concerning "Reviving Competition Part 3: Strengthening the Laws to Address Monopoly Power" ( )
- Statement of Commissioner Noah Joshua Phillips Regarding the Hearing on Oversight of the Federal Trade Commission ( )
- Oversight of the Federal Trade Commission ( )
- Prepared Statement of the Federal Trade Commission Before the House Judiciary, Subcommittee on Antitrust, Commercial, and Administrative Law: “Hearing on Online Platforms and Market Power, Part 4: Perspectives of the Antitrust Agencies" ( )
- Prepared Statement of Commissioner Noah Joshua Phillips before the U.S. House of Representatives on Antitrust and Economic Opportunity: Competition in Labor Markets ( )
- Written Testimony of Commissioner Chopra Before the House Judiciary, Subcommittee on Antitrust, Commercial, and Administrative Law: “Hearing on Online Platforms and Market Power, Part 3: The Role of Data and Privacy in Competition” ( )
- Opening Statement of Commissioner Chopra Before the House Judiciary, Subcommittee on Antitrust, Commercial, and Administrative Law: “Hearing on Online Platforms and Market Power, Part 3: The Role of Data and Privacy in Competition” ( )
- Opening Statement of Commissioner Chopra Before the House Committee on Appropriations Subcommittee on Financial Services and General Government: “Hearing on the FTC: Protecting Consumers and Fostering Competition in the 21st Century” ( )
- Prepared Statement of the Federal Trade Commission: Protecting Consumers and Fostering Competition in the 21st Century ( )
- Prepared Statement of the Federal Trade Commission, “Competition in Digital Technology Markets: Examining Acquisitions of Nascent or Potential Competitors by Digital Platforms," Before the United States Senate Committee on the Judiciary ( )
- Prepared Statement of the Federal Trade Commission: “Oversight of the Federal Antitrust Laws,” Before the U.S. Senate Committee on the Judiciary, Subcommittee on Antitrust, Competition Policy and Consumer Rights ( )
- Prepared Remarks of Chairman Joseph J. Simons on “Oversight of the Federal Trade Commission: Strengthening Protections for American’s Privacy and Data Security” ( )
- Oral Statement of Commissioner Christine S. Wilson as Prepared for Delivery Before the U.S. House Committee on Energy and Commerce Subcommittee on Consumer Protection and Commerce ( )
- Prepared Statement of the Federal Trade Commission: “Oversight of the Federal Trade Commission,” Before the Subcommittee on Consumer Protection and Commerce, United States House of Representatives Committee on Energy and Commerce ( )
- Prepared Opening Remarks of Commissioner Rohit Chopra Before the House Energy and Commerce Committee, Subcommittee on Consumer Protection and Commerce “Oversight of the Federal Trade Commission” ( )
- Statement of Commissioner Noah Joshua Phillips Before the Subcommittee on Consumer Protection and Commerce of the House Committee on Energy and Commerce ( )