FTC, DOJ Issue Fiscal Year 2021 Hart Scott Rodino Premerger Notification Report

The Federal Trade Commission, together with the Justice Department’s Antitrust Division, released the agencies’ 44^th Annual Hart-Scott-Rodino Report. The report presents fiscal year 2021 data on the HSR Premerger Notification Program that alerts the agencies to transactions that may substantially lessen competition in violation of federal law.

The report notes that a record-breaking 3,520 transactions were reported to both antitrust agencies during fiscal year 2021, more than twice the number that were reported the year before. The report also notes that the agencies issued 65 second requests in fiscal year 2021, up from 48 the year before, reflecting a significant increase in the merger workload.

The report goes on to highlight the 32 merger challenges undertaken by both agencies in efforts to protect competition in important sectors of the economy including consumer goods and services, pharmaceuticals, agriculture, healthcare, high tech and industrial goods, and energy.

The Commission brought 18 of the 32 merger enforcement actions, including seven in which the transaction was abandoned or restructured as a result of antitrust concerns raised during the investigation, and six in which the agency initiated administrative or federal district court litigation to block or undo the merger. Another five mergers were modified when the Commission issued final orders requiring significant divestitures to protect competition.

The report includes statistical tables profiling HSR filings and investigations during fiscal year 2021. Appendices provide a summary of transactions for the past 10 years, as well as the number of transactions reported and the number of filings received by month during this time.

Enacted by Congress in 1976, the Hart Scott Rodino Act gives the federal government the opportunity to investigate and challenge mergers that are likely to harm consumers before injury occurs.

The Commission vote to issue the report was 4-0, with Commissioner Rebecca Slaughter issuing a separate statement, in which she was joined by Chair Lina M. Khan and Commissioner Alvaro Bedoya. Commissioner Christine S. Wilson also issued a separate statement.