Hsr Merger Filing Attorney Explains Second Request Cost Control

• Government fee: Use the fee schedule in effect when the HSR waiting period begins.
• Attorney work: Budget for reportability analysis, filing preparation, document review, and agency contact.
• Other work: Add data vendors or economic experts when the investigation calls for them.

For filings under the 2026 fee schedule, fees range from $35,000 to $2.46 million by deal value. A Hart-Scott-Rodino filing review can connect the applicable tier with the deal budget.

• Initial filing: Fixed or alternative fees may fit work that can be defined in advance.
• Expanded review: Hourly billing may apply when agency questions or document work broaden the assignment.
• Scope changes: Identify which events move work beyond the initial engagement.

More work can raise the budget as review grows.

Cost comes from response work, not the label itself. Collection, production, privilege review, data analysis, and business input can add time and expense.

• Custodians: Identify likely employees, files, and systems before collection grows.
• Data: Map email, messages, financial records, customer data, and deal files early.
• Agency discussions: Raise appropriate scope, burden, and production issues with agency staff.

FTC Second Requests invite modification discussions and provide an internal appeal process for certain unresolved disputes. In July 2026, DOJ also resumed targeted Second Request reviews using timing agreements that may prioritize selected information before full compliance. DOJ may then close its investigation, modify the request, or require full compliance.

• Preservation: Preserve potentially responsive deal and competition records when applicable duties arise.
• Collection: Identify relevant systems and custodians before pulling broad data sets.
• Privilege: Build privilege review into the workflow rather than leaving it for the end.

An antitrust and competition law assessment can tie document work to the competitive issues driving review.

• Competition: Decide whether market definition, entry, pricing, or effects require economic analysis.
• Data: Confirm usable business data before building an expert assignment.
• Extended review: Reassess expert needs if new economic issues emerge.

• Divestiture: Assess assets, staff, contracts, systems, and separation work.
• Other obligations: Examine compliance or operating requirements if another form of relief is discussed.
• Deal value: Compare proposed relief with the transaction's commercial purpose.

• Buyer: A proposed divestiture may require analysis of a purchaser and its ability to operate the assets.
• Separation: Shared systems, contracts, personnel, or intellectual property can complicate implementation.
• Terms: Review regulatory obligations with closing conditions and risk allocation.

Remedy talks can affect the broader mergers and acquisitions structure if the assets expected to transfer may change.

• Core facts: Keep transaction structure, ownership, and business descriptions consistent where facts match.
• Separate tests: Apply each jurisdiction's filing and substantive standards independently.
• Calendar: Track filings, information requests, waiting periods, and closing conditions together.

• Overlap: Examine meaningful product, service, customer, or geographic overlaps.
• Deal documents: Review how internal materials describe rivals, pricing, market position, and deal rationale.
• Data burden: Identify fragmented systems or large custodian groups that could complicate a response.