The Federal Trade Commission (FTC) and the Justice Department’s Antitrust Division have released their annual report on the Hart-Scott-Rodino (HSR) Premerger Notification Program for the fiscal year 2022. The report provides an overview of proposed mergers and acquisitions that could potentially infringe upon federal competition laws.
According to the 45th Annual Hart-Scott-Rodino Report, 3,152 transactions were reported under the HSR Act in 2022, marking the second-highest number of reported transactions over the past decade. Of these, 47 transactions, or 1.6% of all HSR reportable transactions, were subject to a second request issued by the agencies. This is consistent with the average number of second requests issued over the last ten years.
What stands out from the report is the high level of enforcement activity. The FTC and DOJ together filed 50 merger enforcement actions in 2022, representing the highest level of enforcement activity in over two decades. This suggests an increased vigilance on the part of these agencies to prevent potential reductions in competition.
The FTC alone brought 24 merger enforcement challenges in the same period. Eleven of these resulted in final consent orders after a public comment period, seven led to the transaction being abandoned or restructured due to antitrust concerns, and six resulted in the initiation of administrative or federal court litigation.
These enforcement actions have played a crucial role in preserving competition across various sectors, including consumer goods and services, pharmaceuticals, healthcare, high-tech and industrial goods, and energy.
For those unfamiliar, the Hart-Scott-Rodino Act was enacted by Congress in 1976 to give the federal government the ability to investigate and challenge mergers that could harm consumers before any injury occurs. The Act requires companies to notify the FTC and the Antitrust Division of large transactions that exceed certain thresholds.
The report also includes statistical tables profiling HSR filings and investigations during fiscal year 2022. Additionally, appendices provide a summary of transactions for the past ten years, as well as the number of transactions reported and the number of transactions by industry group.
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