The Federal Trade Commission (FTC) and the Justice Department’s Antitrust Division have published their annual report on the Hart-Scott-Rodino (HSR) Premerger Notification Program for fiscal year 2023. This program serves as an alert system for transactions that could potentially reduce competition in violation of federal law.
The 46th Annual Hart-Scott-Rodino Report highlights that 1,805 transactions were reported under the HSR Act in fiscal year 2023. Of these, nearly a quarter were valued at over $1 billion, reflecting a recent trend toward larger and more complex transactions.
In the same fiscal year, the FTC and DOJ filed a total of 28 merger enforcement actions. The FTC itself challenged 16 mergers: two resulted in consent orders open for public comment, ten were abandoned or restructured due to antitrust concerns raised during investigations, and four led to administrative or federal court litigation. These actions aimed to preserve competition across various sectors such as technology, consumer goods and services, pharmaceuticals, healthcare, transportation, agriculture, manufacturing, and energy.
The report includes statistical tables detailing HSR filings and investigations from fiscal year 2023. Additionally, appendices provide a summary of transactions over the past decade along with industry-specific transaction data.
A corrected version of the Fiscal Year 2022 HSR Report was also released. Two figures were updated: initially reported as seven abandoned or restructured transactions by the FTC was corrected to five; consent orders issued were adjusted from eleven to twelve transactions. Consequently, total merger enforcement actions by the FTC in FY22 decreased from 24 to 23.
Established by Congress in 1976, the Hart-Scott-Rodino Act enables federal authorities to investigate and challenge potentially harmful mergers before they impact consumers negatively.
The decision to issue both reports was passed with a vote of 3-2 among commissioners. Chair Lina M. Khan's statement was supported by Commissioners Rebecca Kelly Slaughter and Alvaro M. Bedoya while Commissioners Melissa Holyoak and Andrew N. Ferguson expressed dissent through separate statements.
The Federal Trade Commission is committed to promoting competition while protecting and educating consumers. The agency emphasizes that it will never demand money or make threats related to financial transfers or prizes. Consumers are encouraged to learn more about how competition benefits them or file an antitrust complaint if necessary.
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