Meaning and transaction use
The DOJ and FTC Merger Guidelines describe frameworks and tools the agencies use to assess whether mergers may violate United States antitrust law. [S1]
The guidelines state that the agencies examine the totality of available evidence and may apply several analytical frameworks depending on the transaction. [S1]
The DOJ explains that a second request can extend review and seek further information and documents when an HSR review requires deeper investigation. [S2]
Worked example
Illustrative data-readiness tracker only. Assume 24 requested market, customer, pricing and strategy data sets: 18 validated, 4 submitted for validation and 2 missing.
Scroll the table horizontally to view all columns.
| Measure | Calculation | Result |
|---|---|---|
| Validated | 18 / 24 | 75.0% |
| Under validation | 4 / 24 | 16.7% |
| Missing | 2 / 24 | 8.3% |
| Received | (18 + 4) / 24 | 91.7% |
Twenty-two data sets have been received and two remain missing. The percentages do not indicate the likely antitrust outcome.
Proposed transaction review process
Screen the transaction
Identify overlaps, vertical links, potential entry issues, data needs and filing regimes.
Develop the evidence
Validate sales, customer, product, pricing, capacity, strategy and market records.
Manage agency review
Coordinate filings, questions, custodians, productions, economic work and timetable commitments.
Evaluate outcomes
Assess clearance, remedy, litigation and termination scenarios with value and timing effects.
Evidence checklist
Market evidence
Products, services, geographies, customers, competitors, entry and substitution records.
Commercial evidence
Pricing, bids, win-loss, margins, capacity, innovation and strategy documents.
Transaction evidence
Rationale, board materials, synergy work, valuation and integration plans.
Review evidence
Filings, agency questions, production logs, economic analyses, commitments and decisions.
Decision framework
| Situation | Proposed action |
|---|---|
| Data sources disagree | Reconcile definitions, periods and entity scope before using the analysis. |
| Potential concerns appear material | Test evidence, remedies and timing effects with competition counsel and economists. |
| A second request is issued | Activate the production plan, governance, privilege controls and revised timetable. |
| A remedy affects deal value | Model the divestment or behavioural obligation and apply the agreement's risk allocation. |
Common errors to check
- Defining markets from internal labels without testing customer substitution.
- Using inconsistent sales or geography definitions.
- Ignoring ordinary-course documents that conflict with the deal narrative.
- Treating notification acceptance as clearance.
Prepare the competition evidence room
Bring the overlap screen, data dictionary, transaction rationale and filing timetable to an antitrust-readiness review. Reconcile evidence gaps and identify execution risks for specialist counsel.
Discuss the transactionPrimary references and editorial scope
- DOJ and FTC: 2023 Merger Guidelines
United States agency frameworks, evidence and tools used in merger review. Reference checked 17 September 2026. - DOJ: Merger Review Process Initiative background
Example second-request process, additional information and document review. Reference checked 17 September 2026.
General transaction education using United States federal materials. Figures are hypothetical. Competition-law standards, filing obligations, thresholds, evidence and procedure differ by jurisdiction and require specialist advice.
General business information. Obtain advice appropriate to the legal, tax, accounting and financing facts. No offer, lender commitment or transaction outcome is represented. All worked examples use expressly assumed figures. Editorial draft date: 17 September 2026.
