August 6, 2021

FTC Changes Merger Review Process Under Flood Of New Filings

Lori Kalani, Bernard Nash

Cozen O'Connor

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Cozen O'Connor

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.

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