If a proposed merger or acquisition is reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), the parties must:

(See Practice Note, Hart-Scott-Rodino Act: Overview.)

If the investigating agency determines at the end of the waiting period that additional information is needed to complete their competitive harm analysis, the agency may issue a Request for Additional Information and Documentary Material, known as a Second Request. A Second Request:

(See Practice Note, Second Requests in Merger Investigations.)

Complying with a Second Request typically takes two to six months and can be expensive. The Second Request response generally involves document and data submissions as well as responses to interrogatories. The response can involve the collection of a large volume of electronic documents, particularly emails, as well as a potentially large volume of hard-copy documents. Once collected, antitrust counsel review all potentially responsive documents for relevance and responsiveness to the Second Request. An antitrust investigation involving a Second Request generally also includes depositions of company executives.

This Second Request Toolkit is a collection of continuously maintained resources designed to guide counsel through the process of negotiating a Second Request and responding to an investigation that has resulted in a Second Request, including: