On July 23, 2026, the Department of Justice's Antitrust Division announced a return to targeted Second Request investigations designed to expedite merger review under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act). Alongside that announcement, the Division published a model timing agreement, providing a structured framework for merging parties who are willing to accept defined scoping and timing commitments in exchange for a more focused and predictable review process. For clients contemplating transactions that will trigger HSR notification, this development represents a meaningful shift in federal merger review practice and warrants prompt attention.
Second Requests have historically imposed substantial burdens on merging parties, often requiring the production of extensive documentary and data materials over lengthy timeframes. The Division's renewed commitment to targeted Second Requests signals an intention to narrow the scope of information demands and focus investigative resources on the competitive issues most relevant to a given transaction. The accompanying model timing agreement offers parties a template through which they may negotiate mutually acceptable production schedules, custodian lists, and search parameters, potentially shortening the interval between filing and clearance.
The practical implications for deal planning are significant. Parties that engage constructively with the Division early in the process, and that are prepared to make reasonable commitments on scope and timing, may realize meaningful reductions in review burden, transaction cost, and closing risk. Conversely, parties that decline to engage on these terms should anticipate a more traditional, and potentially more protracted, Second Request process. Counsel should therefore reassess HSR strategy at the earliest stages of transaction planning, including how the availability of the model timing agreement may affect risk allocation between buyer and seller, drop-dead dates, and regulatory efforts covenants in the definitive agreement.
Clients should also revisit document preservation protocols, custodian identification, and data mapping in anticipation of a potential Second Request, since the value of a targeted approach depends on the parties' ability to respond efficiently once scope is defined. Early alignment among deal counsel, antitrust counsel, and internal stakeholders will be essential to leveraging the new framework effectively.
This alert is intended for general informational purposes only and does not constitute legal advice. Clients considering a transaction that may implicate HSR review should consult qualified counsel for advice tailored to their specific circumstances.