Federal Trade Commission Announces Reforms to Merger Review Process

On February 16, 2006, the Federal Trade Commission ("FTC") announced significant reforms to its merger review process. These reforms, which apply only to the relatively small number of transactions that are subject to a detailed "Second Request" review, are intended to reduce the considerable burden, expense and delay associated with complying with a Second Request.¹ These reforms relate only to the FTC’s merger review process and do not apply to the Department of Justice.

Pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, parties to an HSR-reportable transaction must submit HSR notifications to the Department of Justice and FTC prior to consummating the transaction. These filings initiate a 30-day waiting period during which time the parties may not close the transaction, which permits the reviewing agency to conduct a limited initial investigation of the competitive effects of the transaction. At the end of this 30-day period, the reviewing agency will either (1)