What Is the HSR Act?

The HSR Act is the main premerger notification law in the United States. It requires companies to report large deals to the Federal Trade Commission and the Department of Justice before completing them, so anticompetitive mergers can be caught before they close rather than unwound afterward.

The law applies broadly across deal types. It covers mergers, stock and asset acquisitions, joint ventures, and some exclusive licenses. A transaction is reportable only when it meets the HSR thresholds and no exemption applies.

In eDiscovery, HSR matters because a merger review can escalate into a Second Request, one of the largest and most deadline-driven document productions a legal team will ever run.

How the HSR Process Works

Reportability turns on the HSR thresholds, which the FTC adjusts every year based on economic growth. 

As of the 2026 adjustment, the main size of the transaction threshold is $133.9 million. Deals at or below the current threshold generally need no HSR filing. Between that figure and an upper threshold, a size of person test based on each party's sales or assets also applies. Above the upper threshold, deal value alone controls. Because these figures change annually, filers should confirm the current thresholds with the FTC.

Both sides of a reportable deal complete the HSR filing, not just the buyer. Each party submits the HSR Notification and Report Form to the FTC and DOJ and pays a filing fee tied to deal size. The information the form requires is set by FTC rules that have changed in recent years, so filers should confirm current filing requirements with the agency.

Once both filings are in, the HSR waiting period begins. The standard waiting period is 30 days, while cash tender offers and bankruptcy sales run 15 days. Parties cannot close until it ends, and they may request early termination for a deal that raises no concerns.

HSR Second Requests and eDiscovery

If the agencies want a closer look, they issue a Second Request before the waiting period ends. A Second Request suspends the clock until the parties substantially comply, then adds another review window. It can demand years of emails, chats, and other electronically stored information, which turns merger review into a large-scale eDiscovery project.

Meeting the deadline without missing responsive data depends on a few core practices:

• Issue a legal hold as soon as a Second Request looks likely.
• Map custodians and data sources across email, chat, and shared systems.
• Cull the dataset with analytics before costly document review begins.
• Produce documents and metadata in the format the agencies specify.

Why the HSR Act Matters

HSR compliance is not optional. Closing a reportable deal without filing, or before the waiting period ends, can bring civil penalties of more than $50,000 for each day of violation, an amount the FTC adjusts annually for inflation.

Not every large deal must be reported. Common HSR exemptions cover ordinary-course asset purchases, certain foreign transactions, and some real estate and financing deals. Whether an exemption applies is a fact-specific call best confirmed with antitrust counsel.

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Frequently Asked Questions

What is the HSR Act in simple terms?

The Hart-Scott-Rodino Act is a US law that makes parties to large mergers and acquisitions notify the FTC and DOJ before closing. Regulators then use a waiting period to check the deal for competition concerns.

What are the HSR thresholds?

The HSR thresholds are the deal-size and party-size tests that decide whether a transaction must be reported. The FTC re-indexes them every year, and as of the 2026 adjustment the main size of transaction threshold is $133.9 million.

How long is the HSR waiting period?

The standard waiting period is 30 days after both parties file, while cash tender offers and bankruptcy sales run 15 days. A Second Request suspends the clock until the parties substantially comply.

What is a Second Request under HSR?

A Second Request is a demand for additional documents and data that the FTC or DOJ issues when a deal needs closer review. It routinely covers years of emails, chats, and files, making it a major eDiscovery production on a strict deadline.

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