Navigating the New HSR Landscape: Major Updates and Enforcement Actions You Need to Know

By: Jay L. Levine (Porter Wright)

In this piece, author Jay L. Levine explores recent changes and updates to US competition law and their effects on antitrust enforcement, providing background on the shifting perception of the Hart-Scott-Rodino (HSR) Act among business executives and transactional lawyers. Once treated as a routine procedural step in mergers and acquisitions, HSR compliance is now under greater scrutiny due to recent enforcement actions and significant changes to the HSR filing process. The days of simply “checking the HSR box” are waning as regulators demand greater diligence and transparency.

Levine provides background on the HSR Act, which was enacted to give federal antitrust agencies an opportunity to review significant mergers and acquisitions before they are finalized. Under the Act, parties must file a Report and Notification Form and observe a 30-day waiting period before closing. If antitrust concerns arise, agencies may issue a “Second Request” to gather more information, extending the review period. The Act’s core requirement is that transactions cannot close until the waiting period has expired.

Recent enforcement actions underscore this point. In one case, the government penalized a buyer $5.6 million for “gun jumping”—unlawful pre-merger coordination such as managing the seller’s contracts and pricing decisions before the waiting period ended. In another case, the DOJ sued a private equity firm for allegedly submitting incomplete HSR filings across multiple deals, citing missing competitive analysis documents. The firm responded by filing its own lawsuit, arguing that the government was unfairly enforcing overly complex and inconsistent rules…

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