Antitrust clearance for the deals that draw attention. We handle premerger notification, competitive risk assessment, and second-request response, and we manage the review so it does not become the reason a transaction slips.
A reportable deal cannot close until 30 days after the premerger notification is complete, 15 for a cash tender offer, and the clock starts when the agencies accept the filing, not when it is sent. Withdrawing and refiling within two business days resets that clock once at no new fee; a second request stops it altogether until both sides have substantially complied, and then runs 30 days more.
The form in force since February 2025 asks for a narrative of each overlap and for the deal-team lead's documents, so the board deck that describes the target as the closest competitor travels with the filing. Closing early, or running the two businesses as one while the period runs, is gun-jumping, penalized per day at a rate adjusted every year.
We assess reportability at the term sheet, build the filing while the agreement is negotiated, and write the clearance mechanics into the agreement: the efforts covenant, the outside date, and who bears a remedy. Where a production outgrows one team, we coordinate additional antitrust and economic counsel, and we represent clients in matters before the DOJ Antitrust Division and the FTC.
Assessment of a transaction's reportability under the Hart-Scott-Rodino thresholds, measuring deal value, the size of the parties, and the structure of the deal against the rules as adjusted each year, and identifying any available exemptions.
Preparation and submission of the HSR notification and the supporting documentation, drafted to present the transaction clearly and to anticipate the competitive questions the DOJ and FTC are likely to raise during the waiting period.
Early analysis of where the parties' products, services, and geographic markets overlap, mapping the concentration and theories of harm that draw agency scrutiny so the risk is understood before signing.
Management of the demand for additional information when the agencies open an in-depth review, coordinating the document, data, and testimony production with outside antitrust counsel and economists where the scale of the request requires it.
Counsel on structural and behavioral remedies, the divestitures, carve-outs, and commitments that can resolve a competitive concern and preserve the deal, negotiated against the agency's view of what an effective fix requires.
Sequencing of merger-control filings across jurisdictions for transactions that trigger review in more than one country, working with locally admitted competition counsel so the global clearance strategy moves as a single plan.
A deal is reportable when its value exceeds a threshold the FTC revises each year and, below a higher figure, when the parties also meet a size-of-person test. Exemptions matter as much: ten percent or less held solely for investment, foreign assets with little US revenue, and certain real-estate purchases fall outside the Act.
After a second request the period restarts only when both parties have substantially complied, and the agency, not the parties, decides when that is. Most deals sign a timing agreement: so many days' notice before closing in exchange for fewer custodians and a defined production. The outside date is set around that trade.
The agencies read the contemporaneous record first: emails, board decks, and the stated deal rationale. How the combination is described internally can shape the review as much as the market shares do.
Since January 2024 the agencies have said a second request reaches collaboration tools and disappearing messages, and that letting them auto-delete afterward can bring an obstruction referral. A preservation notice naming the chat platforms and the deal team's phones goes out the day a second request becomes possible, not the day it arrives.
The agencies prefer a structural fix, the divestiture of an overlapping business to an approved buyer, over behavioral commitments, and often want the buyer identified before consent. A remedy anticipated at signing can be written into the agreement with a cap on what the buyer must divest; one improvised after a second request rarely is.
The European Commission's review is suspensory: no closing until Phase I ends, 25 working days after notification. The United Kingdom's is voluntary, but the Competition and Markets Authority can open a case after closing and order a hold-separate. Filings are sequenced so the US period, the EU clock, and any other mandatory regime expire together.
Before signing, we map where the parties' products, customers, and geographies meet, and we read the board decks and deal memos the way an agency staff attorney will, because those documents travel with the filing.
Reportability is measured against the current HSR thresholds, exemptions are tested, and the premerger notification is assembled and submitted to the FTC and DOJ with Item 4 documents chosen and framed with the review in mind.
The statutory clock runs while the agencies screen the deal. We field staff questions, decide whether to pull-and-refile to reset the clock, and keep the closing calendar honest about what the review will allow.
Most filings clear on expiration. If a second request issues, we manage the production with outside antitrust and economic counsel, and where an overlap needs a fix we negotiate the divestiture or commitment that lets the deal survive its review.
The agencies read your documents before they read your market shares. Write the deal knowing it.
HSR clearance is the antitrust approval a transaction needs under the Hart-Scott-Rodino Antitrust Improvements Act. Deals above the reporting thresholds must be notified to the Federal Trade Commission and the Department of Justice before closing, and the parties must observe a statutory waiting period while the agencies screen the deal for competitive concerns. Clearance is the point at which that review concludes without a challenge or with conditions the parties accept.
Only if it crosses the Hart-Scott-Rodino thresholds, which the FTC revises every year. The first test is the value of what the buyer will hold after closing; above a lower threshold and below a higher one, a second test asks whether the parties' sales or assets are large enough. Exemptions then remove some deals that pass both tests, among them acquisitions of ten percent or less held solely for investment and purchases of foreign assets with little US revenue. We run the analysis at the term sheet, because a wrong answer either delays closing by a month or exposes the parties to a per-day penalty for closing without filing.
A second request is the demand for additional information and documents the DOJ or FTC issues when an initial HSR filing raises competitive questions that warrant a closer look. It extends the waiting period and can require a substantial production of documents, data, and testimony. Responding to one is a significant undertaking, and we coordinate with outside antitrust and economic counsel where the scale of a production requires it.
For most reportable deals, 30 days from a complete filing, 15 for a cash tender offer, and the period can end sooner if the agencies grant early termination. The practical floor is longer, because the form in force since February 2025 takes weeks to prepare. If the reviewing agency issues a second request, the period stops until both parties substantially comply and then runs another 30 days; in practice that stage is measured in months and is usually governed by a negotiated timing agreement. We give the board a range at signing and set the outside date against the slow case, not the fast one.
Yes, in three ways. The scope can change: carving the overlapping product line out of the deal before signing removes the theory of harm instead of arguing with it. A remedy can be pre-wired: a divestiture to a buyer the agencies will accept, written into the agreement with a cap on what the buyer must sell. And the risk can be priced: the efforts covenant, the reverse termination fee, and the outside date allocate who bears a second request. What structure cannot do is hide an overlap the documents describe, so the first step is to read the board's own deal rationale before the agency does.
Yes. A deal of any size can be notifiable in several jurisdictions, and the regimes do not run on one clock: the European Commission and most other authorities bar closing until they clear, the United Kingdom lets parties close at their own risk, and several require notification within a fixed period after signing. We map every filing at the term sheet, sequence them so the waiting periods end together, and keep the description of each overlap identical in every submission, because the US form and the EU form will be read side by side. Locally admitted competition counsel file in their own jurisdictions; we coordinate the whole.
Buy-side and sell-side deal counsel, covering diligence, negotiation, and documentation for the transactions whose antitrust exposure this clearance work manages.
Explore →Securities, disclosure, and governance counsel for listed companies, where a notifiable transaction also carries reporting and shareholder-approval obligations.
Explore →Board process, fiduciary duty, and securities compliance for the deal-approval decisions that sit alongside an antitrust filing.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
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