Antitrust regulators, thresholds, and timelines
| Regulator | Jurisdiction | Threshold | Timeline |
|---|---|---|---|
| DOJ/FTC | United States | HSR filing >$126.4M (2025; FTC adjusts annually — verify at ftc.gov) | 30 days initial, extended with Second Request |
| European Commission | EU | Combined €5B+ revenue | 25 working days Phase I, 90+ Phase II |
| CMA | United Kingdom | Target UK turnover >£70M or >25% market share | 40+ working days Phase I |
| CFIUS | US national security | Foreign acquirer + sensitive tech/data | 45 days initial review |
What a DOJ/FTC Second Request signals
A Second Request from the DOJ/FTC is the antitrust equivalent of a serious investigation. It adds 6–12 months to the timeline and signals regulators see potential competitive harm. Many deals fail or require significant divestitures at this stage.
Gauge a deal's combined market share
When a major deal is announced, check: Do the companies compete directly? What’s their combined market share? Deals creating >30% market share in any segment face heightened scrutiny.
Reading a Second Request in a 3-to-2 merger
Two of the three largest companies in an industry propose to merge. They receive a Second Request. What’s the likely outcome?
Why regulatory risk is underpriced
The rising base rate for tech-deal blocks
A tech company announces acquisition of competitor. Stock surges on synergies. 18 months later: FTC blocks deal + files antitrust suit. What's the base rate for tech M&A in 2024?
Check your understanding
Sit with the ideas.
Two large grocery chains (each with ~15% national market share) announce a merger. The FTC opens a review. In which overlapping local markets, the combined entity would have 45-60% share. What is the most likely regulatory outcome?
Why: