The Federal Trade Commission (FTC) and the Department of Justice's (DOJ) Antitrust Division have published their Hart-Scott-Rodino (HSR) Annual Report for Fiscal Year 2022. The report provides data for FY 2022 on the HSR Premerger Notification Program.
As stated on the FTC website, the HSR Premerger Notification Program was instituted under the HSR Act of 1976. The law mandates that parties involved in certain proposed transactions must submit premerger notification to both the FTC and DOJ. This notification involves submitting an HSR form, officially titled "Notification and Report Form for Certain Mergers and Acquisitions," followed by a waiting period during which the agencies can review the transaction.
In a joint press release from the FTC and DOJ, it is noted that the HSR Premerger Notification Program notifies these agencies about mergers, acquisitions, and other transactions that could potentially violate federal competition laws. The HSR Act gives these agencies a chance to investigate and challenge mergers likely to harm consumers before any damage occurs. The annual report detailing transactions reported under this act is now in its 45th year.
According to this joint press release, the report reveals that in FY 2022, there were 3,152 transactions reported under the HSR Act. Of these, 47 transactions—representing 1.6% of all HSR reportable transactions—were subject to a second request by the agencies. Additionally, the FTC and DOJ filed 50 merger enforcement actions in FY 2022—a level of enforcement activity not seen in over two decades. The FTC challenged 24 mergers; seven of these were either abandoned or restructured due to potential antitrust issues; while six saw the FTC initiate administrative or federal court litigation.
