U.S. Justice Department resumes targeted HSR merger reviews to speed antitrust process

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Justice Dept resumes HSR reviews

Highlights

The U.S. Department of Justice Antitrust Division reinstated targeted Second Request merger reviews to focus on key competitive issues and reduce data demands.
The process introduces timing agreements prioritizing specific documents, aiming to lower administrative and cost burdens while expediting the HSR review process for mergers.
The DOJ retains the right to require full Second Request compliance for transactions presenting substantial competitive concerns to maintain robust antitrust enforcement.

Targeted review process returns for merger probes

As announced by the U.S. Department of Justice, the Antitrust Division has returned to using targeted Second Request investigations in merger reviews, reviving a historical approach designed to narrow information demands to the competitive issues that matter most.

Under the HSR Act, mergers and acquisitions above specified thresholds must be reported to the Federal Trade Commission and the Antitrust Division before closing. Either agency can then require additional documents and information through a Second Request, a step that often extends review timelines for reportable transactions.

In the targeted process, the Division and merging parties enter into a timing agreement that gives priority to selected information and documents that could answer the agency's concerns before full compliance is required. After reviewing that material, the Division can close the investigation, modify the Second Request, or proceed to require full compliance.

Lower burden for companies, flexibility for enforcement

The department says the shift is intended to cut administrative burdens and costs for merging parties without weakening its ability to investigate transactions that may harm competition. Associate Attorney General Stanley E. Woodward Jr. says the more targeted approach should support quicker and more efficient reviews, improve the use of taxpayer resources, and help protect a competitive marketplace.

The Antitrust Division says it remains open to good faith negotiations over modifications to Second Requests in all cases. It also makes clear that it will continue to demand full compliance when broader information is needed to reach an enforcement decision, preserving a wider investigative scope for deals that raise more significant competitive concerns.

Our earlier article on the Unilever–McCormick merger highlighted how the UK Competition and Markets Authority’s antitrust consultation increased regulatory risk and weighed on Unilever’s share price. We noted that the added scrutiny created uncertainty around the deal’s outlook, alongside mixed technical signals that kept investor sentiment cautious.

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