FTC merger review is the competition review of a transaction conducted by the U.S. Federal Trade Commission (FTC) — one of the two federal antitrust agencies (alongside the DOJ Antitrust Division) that screen mergers under U.S. merger control. When a deal is HSR-reportable, the FTC (if it is the reviewing agency) examines whether the transaction may substantially lessen competition in violation of Section 7 of the Clayton Act.
The clearance process: FTC or DOJ
The FTC and DOJ share antitrust jurisdiction, so a threshold step is "clearance" — deciding which agency reviews a given deal. They allocate matters largely by industry expertise: the FTC typically handles healthcare, pharmaceuticals, retail/consumer goods, and certain technology sectors, while the DOJ handles telecom, airlines, financial services, agriculture and others. Only one agency reviews any deal.
How the review unfolds
- Initial waiting period. After the HSR filing, the FTC has the initial period (usually 30 days) to assess the deal using the parties' filings and public information.
- Second Request. If the deal raises concerns, the FTC issues a Second Request, launching an in-depth investigation that can run many months.
- Resolution. After investigating, the FTC can:
- Clear the deal (close the investigation);
- Settle via a consent order requiring a remedy — typically a divestiture of overlapping assets, or behavioral conditions, to preserve competition; or
- Challenge the deal by seeking a preliminary injunction in federal court (and proceeding through its own administrative process) to block it.
What the FTC analyzes
The economic analysis follows the Merger Guidelines (jointly issued with the DOJ): defining the relevant market, measuring concentration with the HHI, and assessing whether the merger would enable the combined firm to raise prices, reduce output or innovation, or facilitate coordination. The FTC weighs unilateral and coordinated effects, entry conditions, and any cognizable efficiencies.
Posture and enforcement intensity
The FTC's enforcement intensity shifts with administrations and leadership. The early-2020s saw a notably more aggressive stance — broader theories of harm (including vertical and potential-competition concerns), greater scrutiny of private-equity roll-ups, and more willingness to litigate rather than settle. Deal lawyers therefore assess not only the static competitive overlap but the prevailing agency posture when judging antitrust risk and structuring the agreement's risk-allocation provisions.
See also
- Antitrust and merger control — Government review of mergers to prevent harm to competition.
- DOJ Antitrust Division review — Competition review by the U.S. Department of Justice Antitrust Division. Allocation between DOJ and FTC depends on the industries involved.
- Hart-Scott-Rodino Act — The U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, which requires premerger notification and an initial waiting period for transactions exceeding statutory size thresholds.
- Second Request — An extended antitrust investigation under HSR in which the reviewing agency demands additional information after the initial 30-day waiting period, lengthening review by months.
- Market definition — The threshold step in any antitrust merger analysis: identifying the relevant product and geographic market in which the parties compete, against which concentration is then measured.
- Herfindahl-Hirschman Index — A measure of market concentration calculated as the sum of squared market shares. Used by U.S. and EU antitrust authorities as the primary screening metric in merger reviews.