If you’ve worked on a deal that ran into a Second Request, you know it’s not a minor hurdle — it’s a major detour. The Hart-Scott-Rodino (HSR) Second Request isn’t just another legal step. It can delay closings, inflate costs, and in some cases, unwind the economics of a transaction.
Issued by the Federal Trade Commission (FTC) or the Department of Justice (DOJ), Second Requests are rare — appearing in roughly 1.6% to 4% of reportable M&A filings—but their consequences ripple well beyond that narrow band. For private equity professionals, M&A advisors, and deal counsel, understanding their implications and preparing accordingly is a necessary discipline.
Under the HSR Act, qualifying M&A transactions must be reported to the FTC and DOJ before closing. That initiates a standard 30-day waiting period. If an agency identifies potential competition concerns during this time, it may issue a Request for Additional Information — a “Second Request” — which pauses the review and triggers a much deeper round of scrutiny.
It introduces execution risk, shifts timelines, and forces deal teams to pivot fast and work smarater.
While only 47 Second Requests were issued in 2022, the denominator matters. With over 3,000 HSR-reportable deals filed that year, the proportion dipped to 1.6%, according to Morgan Lewis.
Source: EDRM
But that’s only part of the story:
The trend is clear: regulatory scrutiny is intensifying, and it’s not slowing down.
These aren’t theoretical. They’re very real pressures every deal team should plan for.
Second Requests are highly customized, reflecting the transaction’s specific antitrust concerns. Here’s a representative look:
| Category | Example Materials |
|---|---|
| Financials | Budget models, growth forecasts, historical margins |
| Strategic Docs | Board presentations, synergy analyses, competitor assessments |
| Market Information | Share estimates, pricing data, customer concentration |
| Sales Data | SKUs, channel breakdowns, customer-level trends |
| Operations | Manufacturing flows, logistics planning, supply contracts |
Agencies use this information to assess whether the deal would substantially lessen competition in any defined market.
Managing a Second Request requires coordinated legal, operational, and technological resources under tight deadlines.
Organizations with mature information governance frameworks have a measurable advantage. In contrast, decentralized or ad hoc processes risk delays and errors that frustrate regulators and prolong timelines.
Day 0 → Second Request issued
Day 3–5 → Internal scoping, legal hold issued
Day 5–15 → Custodian interviews, data mapping, kickoff with vendors
Day 10–25 → Document review, redactions, QC
Day 30 → Certify substantial complianceEven with best practices, it’s a heavy lift.
Recent updates in antitrust enforcement policy are increasing the likelihood and scope of Second Requests.
As Cimplifi notes, time and quality expectations have moved in opposite directions: the clock is shorter, and the bar is higher.
Antitrust risk now factors into not just regulatory timelines—but into how deals are priced and papered.
In highly competitive auction environments, bidders able to absorb or mitigate Second Request risk gain an edge.
Experienced antitrust lawyers can flag red flags pre-signing, offer structuring guidance, and open informal dialogue with agencies when appropriate.
| Team Function | Role in Process |
|---|---|
| Legal | Owns strategy and interface with regulators |
| Business Units | Provide documentation, commercial context |
| IT/Data Governance | Identify systems, manage preservation |
| External Vendors | Review platforms, hosting, analytics |
A clear playbook saves time — and stress.
These tools help, but they don’t replace the need for skilled execution.
For deals that clear HSR thresholds, savvy teams:
2024 is shaping up to be a year of more scrutiny and longer timelines. Treat Second Request planning as core to deal execution, not an afterthought.
A Second Request doesn’t just ask questions — it tests a deal’s foundations. It’s a regulatory process, yes, but also a strategic hurdle. For finance professionals, treating it with the same seriousness as capital structure or diligence is no longer optional.
Preparation and professionalism make the difference between delay and derailment.
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