FTC Changes Merger Review Process Under Flood of New Filings

  • The Federal Trade Commission (“FTC”) Bureau of Competition Director Holly Vedova announced an adjustment to the FTC’s process for reviewing mergers in response to a surge in merger filings that is straining the FTC’s resources.
  • According to the announcement, The FTC continues to review mergers under the Hart-Scott-Rodino (“HSR”) Act, which requires companies in transactions valued above a certain threshold to provide advance notice to the FTC and the U.S. Department of Justice for antitrust review. Under the new procedures, if the FTC is unable to fully investigate a transaction within the time period set forth under the HSR Act, it will now send a standard form letter informing the parties that the investigation remains open and that choosing to proceed with a deal not fully investigated carries the risk of it being determined to be unlawful after the merger had been consummated.
  • The announcement also notes that the FTC always has the right determine that a merger is illegal under the antitrust laws after the companies have merged, even if the deal was subject to premerger review.