What’s changed, what it means, and how to be filing‑ready under the updated HSR rules
Deal volume ticked up in FY24, but the day-one burden is where most deal teams feel the most change. The Federal Trade Commission and the Department of Justice’s recently released FY24 report shows continued screening intensity and low odds of early termination. Against that backdrop, the overhauled Hart-Scott-Rodino (HSR) form (effective February 10, 2025) has shifted work to earlier in the timeline: Narrative competition analyses, expanded affiliate/ownership disclosures, labor-market overlap mapping, customer/contact identification, foreign-subsidy attestations, and algorithm/data-sharing details are now routine parts of the initial filing, not just Second Request playbooks.
In a recent US Chamber of Commerce survey, law firms reported that start-to-file timelines have been elongated. Where many simple, nonoverlap filings used to be assembled in one or two weeks on average, most respondents now plan three to six weeks for filings that touch horizontal overlaps, labor markets, or complex cap tables. Cross-border or multi-line deals can stretch longer, particularly when assembling org charts, minority stakes/interlocks, and customer/labor overlap exhibits across business units.
On hours, the burden is material and front-loaded. Deal teams commonly budget triple-digit attorney hours (internal and external) plus significant client time to gather inputs; the upper tail climbs steeply for multi-business or multi-jurisdiction deals. The most time-consuming tasks cited include: (1) drafting the competitive narrative and overlap matrices that are specific and cross-functional; (2) mapping affiliate ownership and governance down to minority/board links; and (3) compiling customer and competitor contact lists that business owners are comfortable certifying. Data hygiene (who owns which dataset; how to describe pricing/revenue-management tools or algorithm vendors) is a new gating item for certification-ready filings.
In light of these changes, deal teams should consider changing how they approach deals.
Execution approach:
1) Work back from a target “filing day zero” with a three-to-six-week prep window for complex overlaps.
2) Launch an intake sprint with Corp Dev, business unit leads, HR, and Sales in week one.
3) Draft the competition story early; iterate so it is document‑consistent and numbers‑anchored.
4) Maintain a living affiliate/ownership map to avoid bespoke scavenger hunts on every deal.
5) Harden gun‑jumping controls and clean‑team protocols from letter of intent through closing.
HSR Prep Checklist
- Set “filing day zero” and work back (three to six weeks for overlaps/labor/complex cap table).
- Name the cross‑functional team: corp. dev, BU leads, HR, sales, legal (antitrust & regulatory).
- Draft the competitive narrative: products, closest rivals, substitutes, pipeline; align with internal docs.
- Overlap matrices: product × geography; labor roles × geography (use HR job families).
- Customer & competitor contacts: owners validate lists they can certify.
- Affiliate/ownership map: minority stakes, board seats, joint venture ties, fund‑level links.
- Pricing/algorithm disclosure: revenue‑management tools, data sources, vendor roles.
- Foreign‑subsidy attestations: identify and coordinate early if applicable.
- Gun‑jumping controls: clean teams, info‑sharing limits, integration planning guardrails.
- Fees & thresholds: confirm tier, allocate fees, reflect in closing conditions/outside date.
- Certifications & sign‑off: business owner, HR, and legal review for accuracy & consistency.
- Cross‑border alignment: coordinate with non‑US counsel on content parity and timing.