The Federal Trade Commission’s sweeping overhaul of Hart-Scott-Rodino (HSR) merger notification requirements is already transforming how lawyers approach mergers and acquisitions — and not in a good way, according to leading antitrust attorneys.
After just a few weeks under the new rules, legal professionals are reporting increased complexity, extended timelines, and significantly higher costs as they help clients navigate the revised HSR framework. The result: dealmakers must now build in weeks of additional prep time and legal budgeting just to get through the merger filing stage.
A New Era of Merger Scrutiny: Twice the Time, Twice the Cost
Before the FTC’s changes took effect on February 10, 2025, many M&A lawyers could complete HSR filings within two weeks. Now, that same process often takes double the time — or longer.
“It is something clients have to budget for, both timewise and economically,” said Meredith Beuchaw, a mergers and acquisitions partner at Lowenstein Sandler. “It’s certainly affecting our deal timing.”
The increased burden stems from heightened disclosure requirements now mandated for deals meeting the $126.4 million threshold. Companies involved in qualifying transactions must submit expansive new information as part of their premerger notification to U.S. antitrust regulators.
Why Did the FTC Change the Rules?
The FTC’s overhaul of the HSR filing process was announced just three months before President Joe Biden’s term ended, with the agency arguing that the previous requirements were outdated and failed to capture the complexity of modern markets — particularly in the face of rising consolidation across key industries like tech, healthcare, and private equity.
FTC Chair Andrew Ferguson, in a February 18 memo, explained the urgency of modernizing the process. “If merger guidelines change with every new administration, they will become largely worthless to businesses and the courts,” he wrote. “No business can plan for the future on the basis of guidelines they know are one election away from rescission.”
In anticipation of the rule change, filings surged in early February. The FTC recorded 394 filings during the final week under the old rules — a massive spike compared to the typical weekly range of 35 to 50.
Still, despite opposition from some corners of the business world, including a lawsuit filed by the U.S. Chamber of Commerce, the rules remain in effect under the current administration.
A New Layer of Complexity for Legal Teams
Under the revised guidelines, companies must now disclose a far broader set of documents and internal analyses. This includes:
- All documents received by board members about the transaction.
- Regularly prepared plans and reports on competitive matters shared with the CEO.
- Overlap analyses between all business units in cases of multi-division companies or private equity portfolios.
That expansion in scope means attorneys must dig deeper and begin document collection much earlier in the deal lifecycle.
“Everyone is sufficiently nervous about how much time and how burdensome preparing the filing will be,” said Zarema A. Jaramillo, antitrust partner at Lowenstein. “They build in additional time into the deal documents and keep it in mind when they’re negotiating and trying to figure out when the deal will be signed.”
Deal Timeline Disruption: When the Filing Begins First
One major procedural shift: instead of waiting until the deal is nearly signed to begin HSR prep, many firms are now starting that work three to four weeks earlier.
“Previously, HSR preparation was often an afterthought. Now, it’s at the center of the timeline,” said F. Joseph Ciani-Dausch, antitrust counsel at Skadden, Arps, Slate, Meagher & Flom. “Clients are shifting their internal workflows to meet the new standards.”
The need to review potentially dozens of overlapping business lines has further intensified the workload. For conglomerates and PE firms with broad portfolios, this can mean canvassing multiple divisions to find and disclose all product or service overlaps — a time-consuming and resource-heavy process.
“You may have to go and find every business division where there’s a product overlap,” said Vadim Brusser, an antitrust partner at Sidley Austin. “And you have to collect all of those documents.”
Confidentiality Concerns and Boardroom Exposure
Another pain point for corporate counsel: the expansion of what must be disclosed to the FTC. Any document shared with a board member about the deal — even informal emails or early-stage drafts — is now fair game for regulators. This has some executives rethinking how and when they communicate about potential transactions.
“It’s more intrusive and requiring much more documentation, potentially reaching into drafts of various documents,” said Abiel Garcia, partner at antitrust boutique Kesselman, Brantly & Stockinger. “I will definitely have at least one more associate to help with diligence.”
Ambiguities and Gray Areas: Lawyers Call for Clarification
Despite the sweeping changes, several key questions remain unanswered — leaving attorneys in a legal gray zone.
One major ambiguity involves the requirement to disclose documents “regularly prepared” for the CEO. What counts as “regular”? What if a critical document is sent sporadically?
“You could technically provide reports to the CEO, but not with any regularity,” said Jaramillo. “Does that exempt it from disclosure? That’s one of many uncertainties.”
The Road Ahead: More Work, More Worries
In just a month, the new HSR rules have already forced law firms to rethink staffing, timing, budgeting, and communication strategies for M&A transactions. Many expect the impact to grow as enforcement ramps up and regulators demand strict adherence to the new requirements.
For businesses, this means longer deal timelines, higher legal bills, and more risk around antitrust review. For lawyers, it signals a new normal of intensive due diligence and proactive client counseling.
With lawsuits pending and industry groups continuing to push back, it’s possible the rules could evolve. But for now, companies and their counsel must operate under a system that is tougher, slower, and costlier — and that’s unlikely to change soon.
