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| Basic concepts |
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| Enforcement authorities and organizations |
In United States antitrust law, a second request is a discovery procedure by which the Federal Trade Commission and the Antitrust Division of the Justice Department investigate mergers and acquisitions which may have anticompetitive consequences.
Under the Hart-Scott-Rodino Antitrust Improvements Act, before certain mergers, tender offers or other acquisition transactions can close, both parties to the deal must file a "Notification and Report Form" with the Federal Trade Commission (FTC) and the Assistant Attorney General in charge of the Antitrust Division.
If either the FTC or the Antitrust Division has reason to believe the merger will impede competition in a relevant market, they may request more information by way of "Request for Additional Information and Documentary Materials", more commonly referred to as a "Second Request".
A typical second request asks to gather information about the sales, facilities, assets, and structure of the businesses which are party to the transaction. [1] This frequently requires a large number of documents to be produced, and law firms representing parties to a transaction in which a second request has been issued often must hire contract attorneys to review all the documents involved.
Parties to a transaction who feel that the second request is unnecessary or needlessly duplicative of information discovered earlier may appeal to either the FTC or the Antitrust Division (whichever agency issued the request). [1]
The Federal Trade Commission Act of 1914 is a United States federal law which established the Federal Trade Commission. The Act was signed into law by US President Woodrow Wilson in 1914 and outlaws unfair methods of competition and unfair acts or practices that affect commerce.
In the United States, antitrust law is a collection of mostly federal laws that govern the conduct and organization of businesses in order to promote economic competition and prevent unjustified monopolies. The three main U.S. antitrust statutes are the Sherman Act of 1890, the Clayton Act of 1914, and the Federal Trade Commission Act of 1914. These acts serve three major functions. First, Section 1 of the Sherman Act prohibits price fixing and the operation of cartels, and prohibits other collusive practices that unreasonably restrain trade. Second, Section 7 of the Clayton Act restricts the mergers and acquisitions of organizations that may substantially lessen competition or tend to create a monopoly. Third, Section 2 of the Sherman Act prohibits monopolization.
The Federal Trade Commission (FTC) is an independent agency of the United States government whose principal mission is the enforcement of civil (non-criminal) antitrust law and the promotion of consumer protection. The FTC shares jurisdiction over federal civil antitrust law enforcement with the Department of Justice Antitrust Division. The agency is headquartered in the Federal Trade Commission Building in Washington, DC.
The Hart–Scott–Rodino Antitrust Improvements Act of 1976 is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by president Gerald R. Ford on September 30, 1976. The context in which the HSR Act is usually cited is 15 U.S.C. § 18a, title II of the original law. The HSR Act is named after senators Philip Hart and Hugh Scott and representative Peter W. Rodino.
The Fair Debt Collection Practices Act (FDCPA), Pub. L. 95-109; 91 Stat. 874, codified as 15 U.S.C. § 1692 –1692p, approved on September 20, 1977, is a consumer protection amendment, establishing legal protection from abusive debt collection practices, to the Consumer Credit Protection Act, as Title VIII of that Act. The statute's stated purposes are: to eliminate abusive practices in the collection of consumer debts, to promote fair debt collection, and to provide consumers with an avenue for disputing and obtaining validation of debt information in order to ensure the information's accuracy. The Act creates guidelines under which debt collectors may conduct business, defines rights of consumers involved with debt collectors, and prescribes penalties and remedies for violations of the Act. It is sometimes used in conjunction with the Fair Credit Reporting Act.
Merger control refers to the procedure of reviewing mergers and acquisitions under antitrust / competition law. Over 130 nations worldwide have adopted a regime providing for merger control. National or supernational competition agencies such as the EU European Commission, the UK Competition and Markets Authority, or the US Department of Justice or Federal Trade Commission are normally entrusted with the role of reviewing mergers.
The Real Estate Settlement Procedures Act (RESPA) was a law passed by the United States Congress in 1974 and codified as Title 12, Chapter 27 of the United States Code, 12 U.S.C. §§ 2601–2617. The main objective was to protect homeowners by assisting them in becoming better educated while shopping for real estate services, and eliminating kickbacks and referral fees which add unnecessary costs to settlement services. RESPA requires lenders and others involved in mortgage lending to provide borrowers with pertinent and timely disclosures regarding the nature and costs of a real estate settlement process. RESPA was also designed to prohibit potentially abusive practices such as kickbacks and referral fees, the practice of dual tracking, and imposes limitations on the use of escrow accounts.
Merger guidelines in the United States are a set of internal rules promulgated by the Antitrust Division of the Department of Justice (DOJ) in conjunction with the Federal Trade Commission (FTC). These rules have been revised over the past four decades. They govern the process by which these two regulatory bodies scrutinize and/or challenge a potential merger. Grounds for challenges include increased market concentration and threat to competition within a relevant market.
Christine A. Varney is an American antitrust attorney who served as the U.S. assistant attorney general of the Antitrust Division for the Obama administration and as a Federal Trade commissioner in the Clinton administration. Since August 2011, Varney has been a partner of the New York law firm Cravath, Swaine & Moore, where she chairs the antitrust department.
Consumer protection is the practice of safeguarding buyers of goods and services, and the public, against unfair practices in the marketplace. Consumer protection measures are often established by law. Such laws are intended to prevent businesses from engaging in fraud or specified unfair practices to gain an advantage over competitors or to mislead consumers. They may also provide additional protection for the general public which may be impacted by a product even when they are not the direct purchaser or consumer of that product. For example, government regulations may require businesses to disclose detailed information about their products—particularly in areas where public health or safety is an issue, such as with food or automobiles.
FTC v. Dean Foods Co., 384 U.S. 597 (1966), is a 1966 decision of the United States Supreme Court holding that the Federal Trade Commission (FTC) may sue in federal court to obtain a preliminary injunction to maintain the status quo against the consummation of a merger that the agency persuasively contends violates the antitrust laws.
This report is the result of a student task force exploration of the Federal Trade Commission (FTC), completed over the course of a summer job led by Ralph Nader. The seven law student volunteers began their evaluation of the FTC in June 1968, and published a revised and expanded version of the report as a book in January 1969.
Julie Simone Brill is an American lawyer who is Chief Privacy Officer and Corporate Vice President for Global Privacy, Safety and Regulatory Affairs at Microsoft. Prior to her role at Microsoft, Brill was nominated by President Barack Obama on November 16, 2009, and confirmed unanimously by the US Senate to serve as Commissioner of the US Federal Trade Commission on March 3, 2010. Brill was a Commissioner of the Federal Trade Commission (FTC) from 2010 to 2016.
United States v. Philadelphia National Bank, 374 U.S. 321 (1963), also called the Philadelphia Bank case, was a 1963 decision of the United States Supreme Court that held Section 7 of the Clayton Act, as amended in 1950, applied to bank mergers. It was the first case in which the Supreme Court considered the application of antitrust laws to the commercial banking industry. In addition to holding the statute applicable to bank mergers, the Court established a presumption that mergers that covered at least 30 percent of the relevant market were presumptively unlawful.
Lina Maliha Khan is an American legal scholar who served from 2021 to 2025 as chair of the Federal Trade Commission (FTC). She is also a professor at Columbia Law School. While a student at Yale Law School, she became known for her work in antitrust and competition law in the United States after publishing the influential essay "Amazon's Antitrust Paradox". President Joe Biden nominated Khan to the FTC in March 2021, and after her confirmation she became the youngest FTC chair ever in June 2021.
Financial privacy laws regulate the manner in which financial institutions handle the nonpublic financial information of consumers. In the United States, financial privacy is regulated through laws enacted at the federal and state level. Federal regulations are primarily represented by the Bank Secrecy Act, Right to Financial Privacy Act, the Gramm-Leach-Bliley Act, and the Fair Credit Reporting Act. Provisions within other laws like the Credit and Debit Card Receipt Clarification Act of 2007 as well as the Electronic Funds Transfer Act also contribute to financial privacy in the United States. State regulations vary from state to state. While each state approaches financial privacy differently, they mostly draw from federal laws and provide more stringent outlines and definitions. Government agencies like the Consumer Financial Protection Bureau and the Federal Trade Commission provide enforcement for financial privacy regulations.
Federal Trade Commission v. Meta Platforms, Inc. is an ongoing antitrust court case brought by the Federal Trade Commission (FTC) against Facebook parent company Meta Platforms. The lawsuit alleges that Meta has accumulated monopoly power via anti-competitive mergers, with the suit centering on the acquisitions of Instagram and WhatsApp.
Jonathan Seth Kanter is an American lawyer who served as Assistant Attorney General for the Antitrust Division of the U.S. Department of Justice (DOJ) from 2021 to 2024, during the administration of President Joe Biden. Kanter previously worked as an antitrust attorney at the Federal Trade Commission (FTC) and in private practice.
On January 18, 2022, Microsoft announced its intent to acquire Activision Blizzard for $68.7 billion. The acquisition was completed on October 13, 2023, with its total cost amounting to $75.4 billion. Under the terms of the agreement, Microsoft brought Activision Blizzard under its Microsoft Gaming business unit as a sibling division to Xbox Game Studios and ZeniMax Media. With it, Microsoft gained ownership of several franchises under Activision, Blizzard Entertainment, and King, including Call of Duty, Crash Bandicoot, Spyro, Warcraft, StarCraft, Diablo, Overwatch, and Candy Crush. As of 2023, the acquisition is the largest video game acquisition by transaction value in history.
The Merger Filing Fee Modernization Act of 2021 (MFFMA) is a proposed antitrust bill in the United States Congress. The legislation was introduced in the Senate by Amy Klobuchar (D-MN) and Chuck Grassley (R-IA) as S. 228 on February 4, 2021. Companion legislation was introduced in the House of Representatives by Joe Neguse (D-CO) and Victoria Spartz (R-IN) as H.R. 3843 on June 11, 2021.
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