The Justice Department’s Antitrust Division announced that it is resuming targeted Hart-Scott-Rodino merger review Second Request investigations on July 23, publishing a model timing agreement that signals how aggressively the current administration will scrutinize proposed corporate combinations.
The Division simultaneously published procedures to govern the pace and scope of Second Request compliance by merging parties, according to DOJ. The new model timing agreement establishes clear expectations for how quickly companies must produce documents and information during merger investigations.
The resumption follows a period of procedural adjustment under the current administration’s Antitrust Division leadership. The targeted approach indicates the Division intends to be selective in deploying Second Requests, focusing on transactions raising the most significant competitive concerns, DOJ said.
Second Requests are the Antitrust Division’s primary investigative tool for examining whether proposed mergers would substantially lessen competition or tend to create monopolies. Companies subject to Second Requests face significant legal costs and transaction delays.
The new procedures will affect the pace and cost of completing major corporate mergers across all sectors of the U.S. economy. Companies considering acquisitions and their legal advisers will calibrate deal structures and timelines based on the Division’s enforcement posture.
The Hart-Scott-Rodino Act requires companies above certain size thresholds to notify the DOJ and Federal Trade Commission before completing mergers or acquisitions. The agencies then determine whether to investigate further through Second Requests.
The announcement signals to the corporate dealmaking community how the administration’s antitrust approach will affect the broader mergers and acquisitions environment during a period of significant deal activity.