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.
- Tapestry, Inc./Capri Holdings Limited, In the Matter of ( )
- Microsoft/Activision Blizzard, In the Matter of ( )
- Tempur Sealy International, Inc. and Mattress Firm Group Inc., In the Matter of ( )
- Chevron/Hess, In the Matter of ( )
- Kroger Company/Albertsons Companies, Inc., In the Matter of ( )
- Illumina, Inc., and GRAIL, Inc., In the Matter of ( )
- Novant Health, Inc. and Community Health Systems, Inc., In the Matter of ( )
- Exxon Mobil Corporation, In the Matter of ( )
- EnCap/EP Energy, In the Matter of ( )
- IQVIA Holdings/Propel Media, In the Matter of ( )
- Vyera Pharmaceuticals, LLC ( )
- John Muir Health/Tenet Healthcare Co., In the Matter of ( )
- Sanofi/Maze Therapeutics, Inc., In the Matter of ( )
- Amgen, Inc. and Horizon Therapeutics plc, In the Matter of ( )
- Intercontinental Exchange, Inc./Black Knight, Inc., In the Matter of ( )
- QEP Partners/EQT Corporation, In the Matter of ( )
- Axon Enterprise and Safariland, In the Matter of ( )
- Altria Group/JUUL Labs, In the Matter of ( )
- Amgen Inc. and Horizon Therapeutics plc, FTC v. ( )
- Intercontinental Exchange, Inc. and Black Knight, Inc., FTC v. ( )
- Statement Regarding Union Health’s COPA Application Withdrawal ( )
- FTC Announces Tentative Agenda for November 14 Open Commission Meeting ( )
- FTC Finalizes Changes to Premerger Notification Form ( )
- FTC, DOJ Issue Fiscal Year 2023 Hart-Scott-Rodino Notification Report and Announce Corrected Fiscal Year 2022 Report ( )
- FTC Order Bans Hess CEO from Chevron Board in Chevron-Hess Deal ( )
- FTC Staff Opposes Proposed Indiana Hospital Merger ( )
- FTC, DOJ Partner with Labor Agencies to Enhance Antitrust Review of Labor Issues in Merger Investigations ( )
- FTC and DOJ Extend Public Comment on Request for Information Targeting Serial Acquisitions, Roll-Up Strategies Across U.S. Economy ( )
- FTC Releases Interim Staff Report on Prescription Drug Middlemen ( )
- FTC Moves to Block Tempur Sealy’s Acquisition of Mattress Firm ( )
- Statement Regarding the Termination of Novant Health’s Acquisition of Hospitals from Community Health Systems ( )
- FTC and DOJ Seek Info on Serial Acquisitions, Roll-Up Strategies Across U.S. Economy ( )
- Statement Regarding the Termination of Altus Group’s Proposed Acquisition of Situs Group’s Commercial Real Estate Valuation Services Business ( )
- FTC Releases Fiscal Year 2023 Annual Report ( )
- FTC, DOJ Submit Joint Comment to FERC Warning of Common Ownership Competition Risks in the Public Utilities Industry ( )
- FTC Moves to Block Tapestry’s Acquisition of Capri ( )
- FTC Statement on Amendment to Global Partners, Gulf Oil Acquisition ( )
- Statement Regarding the Termination of Qualcomm’s Proposed Acquisition of Autotalks ( )
- Statement Regarding the Termination of Choice Hotel’s Proposed Takeover of Wyndham Hotels & Resorts ( )
- XCL Resources Seeks FTC’s Prior Approval for Altamont Energy Acquisition ( )
- Making the Second Request Process Both More Streamlined and More Rigorous During this Unprecedented Merger Wave( )
- Physician Group and Healthcare Facility Merger Study( )
- Wait for it—a Waiting Period Letter confirms your HSR filing( )
- HSR Early Termination After a Second Request Issues( )
- HSR threshold adjustments and reportability for 2021( )
- File comments in HSR Rulemaking by February 1( )
- Got questions about the HSR Rulemaking? We’ll answer them live (virtually).( )
- Leadership Changes in Mergers Divisions( )
- A Fiscal Year Like No Other( )
- Seeing the whole picture on avoidance devices( )
- Real deadlines and real consequences( )
- Eyes Wide Open: There are no blinders in merger reviews ( )
- Real-Time Transparency for HSR Transaction Numbers( )
- A Busy Six Months( )
- On “Failing” Firms — and Miraculous Recoveries( )
- HSR Filing Fees – Reminders and Tips( )
- Yes, we’re hiring another AD!( )
- We’re hiring a new AD!( )
- Antitrust review at the FTC: staying the course during uncertain times( )
- Resuming early termination of HSR reviews( )
- Prehearing scheduling conference in the matter of Novant Health, Inc. & Community Health Systems, Inc. - February 20, 2024February 20, 2024
- Public Workshop on FTC/DOJ Merger GuidelinesNovember 3, 2023
- Public Workshop on DOJ/FTC Merger GuidelinesOctober 5, 2023
- Open Commission Meeting - September 15, 2022September 15, 2022
- Open Commission Meeting – September 15, 2021September 15, 2021
- 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
- Dissenting Statement of Commissioner Melissa Holyoak Regarding Hart-Scott-Rodino Annual Report, Fiscal Year 2023 ( )
- Dissenting Statement of Commissioner Andrew N. Ferguson Regarding the FY2023 HSR Annual Report to Congress ( )
- Statement of Commissioner Melissa Holyoak Regarding Final Premerger Notification Form and the Hart-Scott-Rodino Rules ( )
- Statement of Commissioner Alvaro M. Bedoya Joined by Chair Lina M. Khan and Commissioner Rebecca Kelly Slaughter Regarding Amendments to the Hart-Scott-Rodino Rules and Premerger Notification Form and Instructions ( )
- Concurring Statement of Commissioner Andrew N. Ferguson In the Matter of Amendments to the Premerger Notification and Report Form and Instructions, and the Hart-Scott-Rodino Rule 16 C.F.R. Parts 801 and 803 ( )
- Statement of Chair Lina M. Khan Joined by Commissioner Rebecca Kelly Slaughter and Commissioner Alvaro M. Bedoya Regarding The Final Premerger Notification Form and the Hart-Scott-Rodino Rules and Regarding the FY2023 HSR Annual Report to Congress ( )
- Dissenting Statement of Commissioner Andrew N. Ferguson in the Matter of Chevron Corporation and Hess Corporation ( )
- Dissenting Statement of Commissioner Melissa Holyoak In the Matter of Chevron Corporation and Hess Corporation ( )
- Statement of Chair Lina M. Khan Joined by Commissioner Rebecca Kelly Slaughter and Commissioner Alvaro Bedoya in the Matter of Chevron Corporation and Hess Corporation ( )
- Statement of Commissioner Rebecca Kelly Slaughter Regarding FTC Staff Interim Report: Pharmacy Benefit Managers ( )
- Concurring Statement of Commissioner Andrew N. Ferguson Regarding the Pharmacy Benefit Managers Interim Staff Report ( )
- Statement of Chair Lina M. Khan Joined by Commissioners Alvaro M. Bedoya & Rebecca Kelly Slaughter Regarding the Pharmacy Benefit Managers Interim Staff Report ( )
- Dissenting Statement of Commissioner Melissa Holyoak In the Matter of the Pharmacy Benefit Managers Report ( )
- Chair Khan Opening Statement at House Committee on Appropriations , Subcommittee on Financial Services and General Government ( )
- Concurring Statement of Commissioner Alvaro M. Bedoya in the Matter of ExxonMobil Co./Pioneer Natural Resource Co. ( )
- Concurring Statement of Commissioner Rebecca Kelly Slaughter in the Matter of ExxonMobil Corp ( )
- Joint Dissenting Statement of Commissioners Melissa Holyoak and Andrew N. Ferguson in the Matter of Exxon Mobil Corporation ( )
- Statement of Chair Lina M. Khan in the Matter of Exxon Mobil Corporation ( )
- Reply Comment of the U.S. Department of Justice Antitrust Division and the Federal Trade Commission ( )
- Remarks by Chair Lina M. Khan as Prepared for Delivery at Harvard Center for Labor and a Just Economy ( )
- 45th Report (FY 2022) (Corrected) ( )
- 46th Report (FY 2023) ( )
- Pharmacy Benefit Managers: The Powerful Middlemen Inflating Drug Costs and Squeezing Main Street Pharmacies ( )
- Hart-Scott-Rodino Annual Report Fiscal Year 2022 ( )
- 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 ( )
- Mergers of capacity-constrained firms ( )
- Economics at the FTC: Non-Price Merger Effects and Deceptive Automobile Ads ( )
- 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) ( )
- FTC Comment to the U.S. Patent & Trademark Office Regarding Patent Trial and Appeal Board Rules of Practice for Briefing Discretionary Denial Issues, Docket No. PTO-P-2023-0048 ( )
- 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) ( )
- Prepared Statement of Commissioner Melissa Holyoak Before the Subcommittee on Innovation, Data, and Commerce of the Energy and Commerce Committee, United States House of Representatives concerning “The Fiscal Year 2025 Federal Trade Commission Budget” ( )
- Statement of Commissioner Alvaro M. Bedoya Before the U.S. House of Representatives Energy & Commerce Committee Subcommittee on Innovation, Data & Commerce for the Hearing: “The Fiscal Year 2025 Federal Trade Commission Budget” ( )
- Statement of Commissioner Andrew N. Ferguson Before the House Energy and Commerce Committee, Subcommittee on Innovation, Data, and Commerce regarding “The Fiscal Year 2025 Federal Trade Commission Budget” ( )
- Opening Statement of Commissioner Rebecca Kelly Slaughter as prepared for delivery Before the Committee on Energy and Commerce Subcommittee on Innovation, Data & Commerce ( )
- Testimony of Chair Lina M. Khan Before the House Committee on Energy and Commerce Subcommittee on Innovation, Data, and Commerce United States House of Representatives ( )
- Testimony of Chair Lina M. Khan Before the House Committee on Appropriations, Subcommittee on Financial Services and General Government ( )
- "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 ( )
- Prepared Statement of Federal Trade Commission Acting Chair Rebecca Kelly Slaughter Concerning "Reviving Competition Part 3: Strengthening the Laws to Address Monopoly Power" ( )
- 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" ( )
- Oversight of the Federal Trade Commission ( )
- Statement of Commissioner Noah Joshua Phillips Regarding the Hearing on 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” ( )
- Prepared Statement of the Federal Trade Commission: Protecting Consumers and Fostering Competition in the 21st Century ( )
- 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, “Competition in Digital Technology Markets: Examining Acquisitions of Nascent or Potential Competitors by Digital Platforms," Before the United States Senate Committee on the Judiciary ( )