Preface

• Pages: 17-18

xvii

PREFACE

Federal antitrust review of a proposed merger, acquisition, or joint

venture can be a daunting experience for parties to the transaction and

their counsel. Transactions subject to the Hart-Scott-Rodino Antitrust

Improvements Act(HSR Act) mustbe reported to both the Antitrust

Division of the U.S. Department of Justice (DOJ or Antitrust Division)

and the Federal Trade Commission (FTC). Those filings set into motion

a review process that can becumbersome, expensive, and time

consuming. Often the process is baffling and unpredictable to the parties

and their counsel. What do the agencies lookfor when they review the

filings? What must be included in the filings? How do the agencies

decide what transactions to investigate? How is an investigation

conducted? How is the decision reached as to whether to challenge a

transaction? What alternatives are available if a transaction is

challenged? Most important of all, what can the parties and their counsel

do to expedite the review process, minimize its costs, and improve the

likelihood of a positi ve outcome?

This Practice Guide is not a treatise on substantive merger law, but

rather focuses on the process and procedures of merger review at the

federal agencies. The Antitrust Section has published a third edition of

Mergers and Acquisitions: Understanding the Antitrust Issues; that book,

along with Antitrust Law Developments (Sixth), provides the substantive

U.S. antitrust law. Moreover, for information on the applicability of the

HSR Act and rules promulgated thereunder, the Antitrust Section is

publishing a fifth edition of its Premerger Notification Practice Manual.

The Section’s State Antitrust Practice and Statutes (2d ed.) provides a

thorough discussion of procedural and substantive aspects of state

antitrust laws and the Section’s Competition Laws Outside the United

States (2d ed.) covers in depth the review of transactions by the various

foreign jurisdictions. In addition,the Section’s Premerger Coordination:

The Emerging Law of Gun Jumping and Information Exchange provides

a useful discussion of what activities may be undertaken by the

transaction parties prior to consummation of the transaction.

The Practice Guide explains the review process from the prefiling

stage through possiblenonlitigation resolutions toan agency challenge

and, in the event that a resolution is not achieved, administrative and

court litigation. This Practice Guide also addresses investigations of

transactions not subject to the Hart-Scott-Rodino (HSR) notification

requirements, describing when non-HSR transactions are investigated

and how those investigations differ from review under the HSR Act. This