New Antitrust Merger Guidelines Portend Big Changes

In July 2023, the Federal Trade Commission and the Antitrust Division of the Department of Justice unveiled revised Merger Guidelines that signal a shift towards more aggressive antitrust enforcement. These new guidelines aim to protect consumer welfare and encourage innovation while scrutinizing mergers that could lead to increased market concentration. With a focus on 13 key principles, including the examination of potential competition and the impact on labor markets, the proposed changes could reshape the landscape of mergers and acquisitions. Discover how these guidelines may deter corporate deals and what it means for the future of antitrust regulation.

Dramatic Changes for Premerger Clearance is First in 45 Years

The federal antitrust agencies have proposed sweeping changes to the Hart-Scott-Rodino (HSR) premerger notification process that would significantly expand initial filing requirements for M&A transactions. The proposed revisions would require far more detailed narratives, extensive document production, expanded disclosure of corporate governance and ownership structures, broader reporting of prior acquisitions, labor information, foreign subsidies, and internal communications systems—all within the initial 30-day waiting period. If adopted, these changes would effectively front-load much of the investigative burden traditionally reserved for second requests, substantially increasing the cost, complexity, and risk of delay for even non-problematic transactions.