The Federal Trade Commission ("FTC") and the Department of Justice ("DOJ") released the Hart-Scott-Rodino Annual Report for fiscal year 2016. The report includes data on the HSR Premerger Notification Program, which supplies the FTC and DOJ with information concerning large impending mergers.

Information received via the Premerger Notification Program is often used as the basis for enforcement actions brought by the FTC and DOJ in order to prevent "potential harm from anticompetitive mergers." The report shares, among other information, the following facts for FY 2016:

  • 1,832 transactions were reported to the DOJ, representing a 1.7% increase over FY 2015.
  • The FTC brought 22 merger enforcement actions. 16 resulted in consent orders, one was abandoned or restructured due to antitrust concerns, and in the remaining five matters, the FTC initiated administrative or federal court litigation, eventually succeeding in blocking or causing the parties to abandon the transaction in four of the five matters. In the fifth matter, a state legislature provided legislative approval of the proposed transaction, and the Commission abandoned its challenge.
  • The DOJ challenged 25 merger transactions. In 15 of those matters, the Department filed a complaint to the proposed merger; in nine matters, a settlement was filed at the time of the filing of the complaint. In four matters, the parties abandoned their transaction after the filing of a complaint, and in two matters, the court granted the Department's request for a preliminary injunction. In the remaining 10 matters, in four instances the parties abandoned their transaction prior to the filing of a complaint, and in six matters, the parties restructured their transaction to resolve the DOJ's concerns without the Division filing a complaint.
  • In total, the antitrust agencies issued 54 "Second Requests" (25 by the FTC and 29 by the Antitrust Division), up from 47 in FY 2015; the percentage of transactions receiving a second request increased from 2.7% to 3%.

The report also contains other merger data for FY 2016, and details various significant HSR enforcement actions.

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