Mergers and acquisitions are among the most complex business transactions, with extensive regulatory requirements that can make or break a deal. Antitrust clearance, securities filings, foreign investment reviews, and industry-specific approvals all need to be factored into deal timelines and strategy.
Antitrust Review
The Hart-Scott-Rodino (HSR) Act requires parties to certain mergers and acquisitions to file premerger notification reports with the FTC and DOJ and observe a waiting period before closing. The thresholds for HSR filing change annually and depend on the size of the transaction and the parties involved.
The agencies review transactions for competitive effects. They may require divestitures, impose behavioral conditions, or challenge transactions they believe will harm competition. The second request process — where the agencies demand extensive document production and depositions — can add months to deal timelines and millions in legal costs.
Foreign Investment Review
The Committee on Foreign Investment in the United States (CFIUS) reviews transactions where a foreign person acquires control of a US business. CFIUS has jurisdiction over transactions involving关键技术, sensitive personal data of US citizens, and certain other sensitive sectors. The FIRRMA legislation expanded CFIUS jurisdiction significantly. Transactions involving foreign investment in sensitive sectors require mandatory CFIUS filing and can be blocked or conditioned.
Due Diligence
Regulatory due diligence identifies compliance risks in target companies before closing. A target's data privacy practices, export control compliance, sanctions exposure, and litigation history can all become the acquirer's problems after closing. Thorough due diligence — including legal, financial, and operational review — is essential for understanding what you're buying and what liabilities you might be assuming.