FTC and DOJ Open Inquiry That Could Rewrite HSR Merger Filing Practice

Key Takeaways

• FTC and DOJ launch joint inquiry into HSR filing form.
• Potential revisions could expand disclosure requirements for merger notifications.
• Deal counsel may need to adjust timelines and document collection processes.
• Broader filings could create richer evidentiary record for future litigation.
• Inquiry signals possible more resource‑intensive antitrust review across sectors.

Pulse Analysis

The Hart‑Scott‑Rodino (HSR) pre‑merger notification is the gateway to federal antitrust review in the United States. By requiring parties to submit a standardized form detailing transaction size, ownership structures, and competitive overlap, the FTC and DOJ have relied on a decades‑old framework to assess whether a deal warrants deeper scrutiny. The recent joint public inquiry, announced in early 2024, asks whether that form still captures the complexities of modern, data‑driven markets. Regulators signal that outdated or overly narrow disclosures could impede timely, accurate evaluations, prompting a possible overhaul of the filing process.

If the agencies conclude the current HSR form is insufficient, companies can expect expanded disclosure obligations. Anticipated changes may include more granular data on supply‑chain relationships, labor practices, and algorithmic pricing, as well as standardized electronic submissions. For deal counsel, this translates into longer preparation windows, higher legal and consulting fees, and tighter coordination among finance, legal, and compliance teams. In‑house lawyers will need to bolster internal record‑keeping, while compliance officers may have to revise data‑governance policies to meet stricter reporting thresholds.

The inquiry fits a broader shift in antitrust enforcement toward scrutinizing not only individual transactions but also the procedural tools that govern them. A more detailed HSR filing could generate a richer evidentiary record early in the review, influencing second‑request strategies and litigation positioning. Companies operating in fast‑moving sectors such as technology, healthcare, and fintech should treat the potential rulemaking as a strategic risk factor, budgeting for higher clearance costs and adjusting merger timelines. Ultimately, any reform aims to align merger oversight with today’s competitive dynamics, reshaping M&A planning across industries.