United States antitrust law In the United States, antitrust law is a collection of mostly federal laws that regulate the conduct and organization of businesses to promote competition and prevent unjustified monopolies. The three main U.S. antitrust statutes are the Sherm ...

, a second request is a

discovery Discovery may refer to: * Discovery (observation), observing or finding something unknown * Discovery (fiction), a character's learning something unknown * Discovery (law), a process in courts of law relating to evidence Discovery, The Discover ...

procedure by which the

Federal Trade Commission 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 ov ...

and the Antitrust Division of the

Justice Department A justice ministry, ministry of justice, or department of justice is a ministry or other government agency in charge of the administration of justice. The ministry or department is often headed by a minister of justice (minister for justice in a ...

investigate

mergers and acquisitions Mergers and acquisitions (M&A) are business transactions in which the ownership of companies, other business organizations, or their operating units are transferred to or consolidated with another company or business organization. As an aspect ...

which may have anticompetitive consequences.

Legal basis

Under the Hart-Scott-Rodino Antitrust Improvements Act, before certain mergers,

tender offer In corporate finance, a tender offer is a type of public takeover bid. The tender offer is a public, open offer or invitation (usually announced in a newspaper advertisement) by a prospective acquirer to all stockholders of a publicly traded corpo ...

s or other acquisition transactions can close, both parties to the deal must file a "Notification and Report Form" with the

(FTC) and the

Assistant Attorney General Many of the divisions and offices of the United States Department of Justice are headed by an assistant attorney general. The president of the United States appoints individuals to the position of assistant attorney general with the advice and ...

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 In competition law, a relevant market is a market in which a particular product or service is sold. It is the intersection of a relevant product market and a relevant geographic market. The European Commission defines a relevant market and its pro ...

, they may request more information by way of "Request for Additional Information and Documentary Materials", more commonly referred to as a "Second Request".

Substance of 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.Model Request for Additional Information and Documentary Materials
/ref> This frequently requires a large number of documents to be produced, and

law firm A law firm is a business entity formed by one or more lawyers to engage in the practice of law. The primary service rendered by a law firm is to advise clients (individuals or corporations) about their legal rights and responsibilities, and to r ...

s representing parties to a transaction in which a second request has been issued often must hire

contract attorney A contract attorney is a lawyer who works on legal cases on a contract basis. Such work is generally of a temporary nature, often with no guaranteed employment term. A contract attorney is Civil litigation The work of contract attorneys ofte ...

s 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).

References

External links

Federal Trade Commission Introductory Guide to Pre-Merger Notification ProceduresArticle
from

Cooley Godward Kronish Cooley LLP is an American international law firm, headquartered in Palo Alto, California, with offices worldwide. The firm's practice areas include corporate, litigation, intellectual property, fund formation, public markets, employment, life ...

about reforms to the Second Request process {{US-law-stub Mergers and acquisitions United States antitrust law Discovery (law)