Congressional intervention in resolving complex mathematical issues amid corporate merger disputes

In a significant shift, the Federal Trade Commission (FTC) and the Department of Justice (DOJ) granted early termination in 25 percent of all deal reviews between March 1, 2025, and August 20, 2025. This represents a massive decrease from the 58 percent rate of early termination grants in the 10 years prior to the Biden administration suspending the practice.

The Hart-Scott-Rodino (HSR) Premerger Notification and Report Form, which went into effect in February 2025, is the instrument through which these early termination decisions are made. The FTC has been publishing early termination notices in the Federal Register only for the month of June, hinting at a possible change in the review process.

The decline in the granting of early terminations could be due to a lack of personnel and resources. However, the antitrust agencies may have to revisit the HSR Form rules if a lawsuit filed by the US Chamber of Commerce is successful. The suit argues that the new Form goes beyond the statutory language of the HSR Act.

The HSR Annual Report, the first in over two decades to be required by Congress, was stipulated to be jointly issued by the DOJ and FTC through FY 2027. Congress has called for clear criteria for transactions, filings, early terminations, second requests, and litigation results to be included in the HSR Annual Report.

Congress should also consider permanently reenacting the mandate for the HSR Annual Report in the HSR Act. This would ensure transparency and accountability in the merger review process. Notably, Commissioner Rebecca K. Slaughter mistakenly cited the terminated mandate in 2023, highlighting the need for clarity in the legislative framework.

The resumption of the practice of granting early termination by the FTC and DOJ began in February 2025, as announced by Assistant Attorney General Gail Slater, who heads the DOJ's Antitrust Division. Slater provided guidance on the Trump administration's merger review process in a video posted at the time.

However, the leaders of the FTC and the DOJ during the period from March 1, 2025, to August 20, 2025, are not explicitly named in the provided search results, so their exact names cannot be confirmed from this information. Only 179 transactions received early termination during the stated time period, according to the FTC's Legal Library.

The Chamber filed for summary judgement in its challenge to the rules on August 1, 2025. The suit is a significant development in the ongoing debate about the balance between competition and consolidation in the American economy. The outcome of the lawsuit could have far-reaching implications for the merger review process under the HSR Act.

Congressional intervention in resolving complex mathematical issues amid corporate merger disputes