On July 23, 2026, the U.S. Department of Justice's Antitrust Division announced that it will return to targeted Second Request investigations to expedite merger review under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act). In connection with that shift, the Division also published a model timing agreement designed to give merging parties a clearer framework for coordinating review milestones in transactions that raise competitive concerns. Together, these developments signal a narrower, faster, and more focused approach to reviewing reportable deals.
Second Requests are the principal investigative tool the Antitrust Division uses when a reportable transaction warrants closer scrutiny after the initial HSR waiting period. In recent years, the scope of these requests had expanded significantly, often imposing substantial cost and delay on merging parties. The Division's return to a targeted approach reflects an effort to concentrate investigative resources on the specific competitive issues raised by a transaction, rather than pursuing broad, undifferentiated discovery. For parties whose deals proceed to a Second Request, this recalibration should translate into a more predictable, better-defined engagement with the agency.
The newly published model timing agreement complements that shift by offering a template for the schedules and procedural commitments that frequently accompany extended merger reviews. Timing agreements have long been a practical vehicle for parties and the Division to align on document production, custodian selection, deposition sequencing, and closing timelines. A publicly available model provides greater transparency into the Division's baseline expectations and gives dealmakers an earlier and clearer sense of how a review is likely to unfold.
For parties evaluating reportable M&A transactions, these developments have concrete implications. Deal planning, diligence, and negotiation of transaction agreementsΓÇöincluding provisions on efforts standards, outside dates, and risk allocationΓÇöshould account for a Second Request process that may be more focused but still substantive, and for a timing framework that the Division has now formalized. Early antitrust assessment, disciplined document practices, and proactive engagement with the agency remain essential to managing regulatory risk under the revised approach.
This alert is provided for general informational purposes only and does not constitute legal advice. Clients considering a transaction that may be subject to HSR review should seek tailored guidance based on the specific facts and circumstances of the deal.