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DOJ Press Release on Second Requests.
On July 23, 2026, the Justice Department’s Antitrust Division announced that it has returned to implementing targeted Second Request investigations to expedite merger review. 1 This return “will allow for quicker and more efficient review of proposed transactions; more effective use of taxpayer resources; and above all, helps the Department do its job to safeguard a competitive marketplace while keeping America open for business,” said Associate Attorney General Stanley E. Woodward Jr. 2
The Federal Trade Commission or Antitrust Division may issue a Second Request, which typically consists of a request to submit additional information and documents relevant to the proposed transaction, to merging parties after they have already reviewed the initial Hart-Scott-Rodino (HSR) Act filings. Under a targeted Second Request investigation, the Antitrust Division and the merging parties enter into a timing agreement that prioritizes submission of certain information and documents called for by the Second Request that could resolve the Antitrust Division’s questions prior to full compliance with the Second Request. After it reviews and analyzes the priority information submitted, the Antitrust Division may proceed down one of three avenues: (1) close its investigation, (2) modify the Second Request, or (3) require full compliance with the Second Request.
Targeted Second Request investigations have previously been deployed to reduce administrative burden and focus government resources on particular aspects of proposed transactions that raise competitive concerns. 3 The Antitrust Division benefits from targeted Second Requests by receiving information and documents on an efficient schedule with greater certainty on the timing of key milestones to facilitate review. 4 The DOJ linked a model agreement regarding a Second Request in their press release. 5 It is important to note that compliance with Second Requests can require spending millions of dollars in legal fees.
The 2025 HSR Annual Report indicated that “[o]f the 1,944 (adjusted) transactions reported in fiscal year 2025, the Commission issued 20 Second Requests and the Division issued 21 Second Requests.”6 It remains to be seen whether a more targeted Second Request regime increases the volume of Second Requests, and whether it has any effect on pull-and-refile requests.
Paramount – Warner Bros. Discovery Merger Developments.
On July 24, 2026, Paramount announced that it had agreed to delay its merger with Warner Bros. Discovery until June 2027 at the latest while a judge considers a lawsuit from state attorneys general who sued to block the deal.7
The lawsuit argues that the deal combining Paramount with Warner Bros. Discovery would give Paramount too much leverage over the release of feature films and, in particular, the movie blockbusters that are the backbone of studio revenues. 8 It also alleges that the merger would allow Paramount to become too dominant in the market for basic cable channels.9 The Writers Guild of America has also filed its own lawsuit against the deal, arguing it would financially harm screenwriters 10 The court filing proposing the delay to the deal’s closing also covers this lawsuit. 11 Judge Araceli Martínez-Olguín, who is overseeing the case in the U.S. District Court for the Northern District of California, approved the pause in both litigations. 12 Judge Martínez-Olguín has set trial in these matters for March 2027. 13
The delay could be costly for Paramount as it has agreed to pay Warner Bros. Discovery shareholders a fee of $650 million for every quarter that the deal does not close, beginning in October. 14
FTC Secures $12 Million in Penalties for Pre-Merger Reporting Act Violations.
The Federal Trade Commission recently secured $12 million in penalties to settle charges alleging that Edwards Lifesciences Corp. (“Edwards”) acquired medical device maker JC Medical from Genesis MedTech Group Limited (“Genesis”) without complying with the notification and waiting period requirements of the Hart-Scott-Rodino Act (HSR). 15 The $12 million penalty is the largest ever for failing to make an HSR filing. 16
The FTC’s complaint alleges that Edwards and Genesis intentionally structured their deal to avoid complying with the HSR Act, which requires parties to submit an HSR form to the federal antitrust agencies and observe a waiting period before completing a transaction. 17 Specifically, Edwards and Genesis agreed that Edwards would pay $115 million, plus milestone payments, for JC Medical, which fell just below the minimum size-of-transaction threshold of $119.5 million required at the time to trigger HSR review. 18 Edwards, however, also agreed to a contemporaneous $25 million investment in Genesis in connection with the JC Medical acquisition, according to the complaint. 19 In substance, the deal amounted to more than the $119.5 million HSR filing threshold. 20 Edwards was concerned that HSR review would significantly delay its acquisition of JC Medical, especially in light of its concurrent negotiations to acquire JenaValve Technology Inc. (“JenaValve”). 21
The day after Edwards acquired JC Medical in July 2024, it attempted to acquire JC Medical’s only competitor, JenaValve. 22 Had it succeeded, Edwards would have owned the only two companies in the United States with transcatheter aortic valve replacement devices that treat a heart condition called aortic regurgitation (TAVR-AR devices) in clinical trials. 23 The FTC quickly sued to block Edwards’ acquisition of JenaValve alleging that the deal was anticompetitive. 24 In January 2026, the U.S. District Court for the District of Columbia granted the FTC’s request for a preliminary injunction after a six-day hearing. 25
In addition to the monetary penalties, of which Edwards is paying $10 million and Genesis is paying $2 million, the proposed final judgment also imposes non-monetary settlement terms related to Edwards’ ability to acquire an ownership interest in other TAV-AR device businesses and requires Edwards to design, maintain and operate an antitrust compliance program to ensure compliance with the final judgment and the antitrust laws. 26
The FTC voted to accept the settlement and the Department of Justice filed the complaint and proposed final judgment on the FTC’s behalf in the U.S. District Court for the District of Columbia. 27
Maximum penalties per day under the HSR Act are $53,088. 28 Litigation could have resulted in a far greater penalty for these companies.
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Wiggin and Dana routinely advises clients in connection with the full range of antitrust matters, including potential transactions and representations before the FTC, the U.S. Department of Justice Antitrust Division, and offices of state attorneys general. Wiggin and Dana also regularly advises clients concerning
Footnotes
1 Press Release, Dep’t of Justice, Justice Department Resumes Targeted HSR Merger Review Process (July 23, 2026), available at https://www.justice.gov/opa/pr/justice-department-resumes-targeted-hsr-merger-review-process.
2 Id.
3 See id.
4 See id.
5 https://www.justice.gov/atr/media/1453731/dl?inline.
6 Fed. Trade Comm’n, Hart -Scott-Rodino Annual Report Fiscal Year 2025, available at https://www.ftc.gov/system/files/ftc_gov/pdf/fy_2025_hsr_annual_report_for_transmittal_to_congress.pdf.
7 Stipulation and Proposed Order Not to Close, California v. Paramount Skydance Corp., 4:26-cv-7116 (N.D. Cal. July 24, 2026), ECF No. 169.
8 Complaint, California v. Paramount Skydance Corp., 4:26-cv-7116 (N.D. Cal. July 13, 2026), ECF No. 1 at ¶¶ 12, 74, 90.
9 Id.at Section C.
10 Complaint, Writers Guild of America, West, Inc. v. Paramount Skydance Corp., Case No. 4:26-cv-7212 (N.D. Cal. July 14, 2026), ECF No. 1 at ¶¶ 10-18.
11 Stipulation, Writers Guild of America, West, Inc. v. Paramount Skydance Corp., Case No. 4:26-cv-7212 (N.D. Cal. July 24, 2026), ECF No. 71.
12 Order, California v. Paramount Skydance Corp., 4:26-cv-7116 (N.D. Cal. July 24, 2026), ECF No. 170; Order, Writers Guild of America, West, Inc. v. Paramount Skydance Corp., Case No. 4:26-cv-7212 (N.D. Cal. July 24, 2026), ECF No. 72.
13 See Order, California v. Paramount Skydance Corp., 4:26-cv-7116 (N.D. Cal. Aug. 4, 2026), ECF No. 193; Order, Writers Guild of America, West, Inc. v. Paramount Skydance Corp., Case No. 4:26-cv-7212 (N.D. Cal. Aug. 4, 2026), ECF No. 81.
14 Complaint, Writers Guild of America, West, Inc. v. Paramount Skydance Corp., Case No. 4:26-cv-7212 (N.D. Cal. July 14, 2026), ECF No. 1 at ¶ 106.
15 Press Release, Fed. Trade Comm’n, FTC Secures $12 Million in Penalties for Pre-Merger Reporting Act Violations (July 13, 2026), available at https://www.ftc.gov/news-events/news/press-releases/2026/07/ftc-secures-12-million-penalties-pre-merger-reporting-act-violations?utm_source=govdelivery.
16 Id.
17 Complaint, USA v. Edwards Lifesciences Corp., 26-cv-2450, (D.D.C. July 13, 2026), ECF No. 1 at ¶¶ 22-32, available at https://www.ftc.gov/system/files/ftc_gov/pdf/EdwardsGenesis-Complaint.pdf.
18 Id. at ¶¶ 33-36.
19 Id.
20 Id.
21 Id.at ¶ 4.
22 Id.at ¶¶ 1, 26.
23 Id.at ¶ 1.
24 Id.at ¶ 4.
25 Press Release, Fed. Trade Comm’n, Statement on FTC Victory Halting Anticompetitive Medical Device Deal (Jan. 12, 2026), available at https://www.ftc.gov/news-events/news/press-releases/2026/01/statement-ftc-victory-halting-anticompetitive-medical-device-deal.
26 Press Release, Fed. Trade Comm’n, FTC Secures $12 Million in Penalties for Pre-Merger Reporting Act Violations (July 13, 2026), available at https://www.ftc.gov/news-events/news/press-releases/2026/07/ftc-secures-12-million-penalties-pre-merger-reporting-act-violations?utm_source=govdelivery.
27 Id.
28 Press Release, Fed. Trade Comm’n, FTC Publishes Inflation-Adjusted Civil Penalty Amounts for 2025, available at https://www.ftc.gov/news-events/news/press-releases/2025/02/ftc-publishes-inflation-adjusted-civil-penalty-amounts-2025.
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