Appendix 14. Merger Review Process Initiative

• Pages: 405-417

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APPENDIX 14

MERGER REVIEW PROCESS INITIATIVE

I. STATEMENT OF PURPOSE

The objective of the merger review process initiative is two-fold: (1)

to empower and encourage Division staff to tailor investigative plans and

strategies according to each proposed transaction, in lieu of reliance on

standardized procedures or models; and (2) to reduce merger review

burdens by offering substantial limitations on HSR second requests in

exchange for certain timing commitments. This effort builds upon the

process improvements implemented by the Division over the last few

years.

The staff, working together with the Section Chiefs and Deputy

Assistant Attorneys General, and with support from the Office of

Operations, will have considerable discretion to exercise judgment in

devising an investigative plan. Key factors in tailoring an investigation

will include the complexity of the transaction under review; the nature

and magnitude of the competitive concerns at issue; the Division's

expertise in the markets and issues under investigation; and the volume,

types and availability of information required to make an appropriate law

enforcement decision.

The goals are to identify critical legal, factual and economic issues

regarding the proposed transaction more quickly, to facilitate more

efficient and more focused investigative discovery, and to provide for an

effective process for the evaluation of evidence, in an effort to deploy the

Division's investigative resources more efficiently. These efforts likely

will reduce the investigative burden upon all concerned.

The Division recognizes, further, that recent explosive growth in the

number of electronic documents stored by firms, including e-mail, has

substantially increased the volume of documents responsive to a second

request. In order to reduce the burden on both the parties and the staff,

and recognizing that very few merger investigations result in litigated