The U.S. Justice Department (DOJ) plans to streamline the process of reviewing company mergers. This initiative is part of a broader effort to update the existing merger guidelines, which haven't seen significant changes in over a decade. The DOJ shares jurisdiction over merger reviews with the Federal Trade Commission (FTC), and both agencies are actively involved in this overhaul.
Under current U.S. law, companies contemplating mergers and acquisitions often worth more than $101 million must report these proposed transactions to the DOJ and FTC. The agencies then conduct a preliminary review to assess potential antitrust concerns. This initial review period typically lasts 30 days, though it can be shorter (15 days) for cash tender offers or bankruptcy transactions. During this time, the agencies may allow the deal to proceed, let the waiting period expire, or if competitive issues arise, they can request additional information through what is known as a "second request." If a second request is issued, the agencies have an additional 30 days (or 10 days for specific transaction types) to complete their review after the companies have substantially complied with the request.
Both agencies recently sought public comments on draft merger guidelines, encouraging input over a 60-day period. The updated guidelines aim to prevent mergers that could substantially lessen competition, and they empower the agencies to take legal action to block transactions that raise significant antitrust concerns. The vast majority of deals reviewed are cleared, but a small percentage proceed to more in-depth investigation and potential legal challenges such as an acquisition in the healthcare sector, where the FTC alleged that Ascension’s purchase of an independent medical group could lead to anti-competitive effects.
While the original article from the FT was not directly accessible, details about the DOJ and FTC's joint efforts to update and streamline merger review processes are well-documented across their official communications and related antitrust discussions. The goal is to ensure a more efficient and effective review that protects competition in the market.
