HSR in transition: FY2024 HSR Annual Report shows legacy trends amid a changing environment

The data summarized here reflect enforcement outcomes achieved during the Biden administration, during which Agency composition, executive directives, and filing obligations were notably different. During the relevant time period, the FTC had three Democratic commissioners to two Republican commissioners.

Still, the statistics gleaned from the FY2024 HSR Annual Report provide a final look into enforcement trends under the prior filing regime, as well as a baseline from which to evaluate changes to enforcement going forward.

Key takeaways

• FY2024 saw a 12.5% increase in notified transactions from the prior fiscal year. This represents a 24.1% recovery from the ten-year low experienced during FY2020, due to the COVID-19 pandemic. Still, FY2024 continued a downward trend from the record-breaking activity of FY2021, with notified transactions down 42.3%.
• The “consumer goods & services” industry made up the largest share of notified transactions (29.2%), followed by “manufacturing” (12.2%) and “banking & insurance” (9.6%). Compared to FY2023, the manufacturing industry represented an additional 1.9% of notified transactions.
• The Agencies issued 59 Second Requests in FY2024, representing 3.0% of notified transactions. While this is a slight increase from FY2023 (2.1%), the overall proportion of deals subject to increased scrutiny by the Agencies remained small.

Second Requests issued

• Nearly two-thirds of all Second Requests issued (66.1%) were issued for transactions valued over USD1 billion, amounting to 7.7% of the notified transactions in this range.
• The FY2024 HSR Annual Report marks the first time that statistics for transactions over USD10bn have been broken out (previously transactions of this size were included within the size of transactions range over USD1bn). These large transactions attracted particular attention from the Agencies, with 47.1% receiving Second Requests.
• “Insurance Carriers” received the most Second Requests of any industry, with five. This was followed closely by “Oil and Gas Extraction” with four, and “Food Manufacturing,” “Transportation Equipment Manufacturing,” “Non-Internet Publishing,” “Telecommunications,” and “Hospitals,” each with three.
• The Agencies initiated 32 merger enforcement challenges in FY2024, representing 1.6% of notified transactions. This is consistent with FY2023, which saw 28 challenges (also representing 1.6% of notified transactions). The Agencies brought six challenges in administrative or federal court, the same number of litigation challenges brought in the prior fiscal year. The majority of transactions where the Agencies brought a merger enforcement challenge were abandoned or restructured (81%). For the first time in over a decade, none of the challenges were resolved by consent orders or settlements—consistent with the skeptical approach to remedies adopted by the Agencies under the Biden administration.¹
• The Agencies received 32 post-consummation corrective filings in FY2024. Subsequently, the Agencies brought two civil penalty actions for HSR Act violations, resulting in approximately USD4.5 million in civil penalties.

Roughly 90% of notified transactions received no further scrutiny from the Agencies

Through a process known as “clearance,” representatives of both the FTC and DOJ meet to assign transactions, raising potential competition concerns to either agency for the purpose of conducting an initial investigation.

Clearance to conduct an initial investigation was granted to the FTC or DOJ in 184 out of 2,031 cases (9.1%).² For the remaining 90.9% of HSR reportable transactions, the HSR waiting period expired without either agency initiating a preliminary investigation. This reflected a slightly smaller percentage of initial investigations cleared to the Agencies relative to the total number of transactions than FY2023 (10.3%), but a comparable percentage to FY2022 (9.2%).

Transactions cleared without investigation

Number of reported transactions and Second Requests return to long-term trend

In FY2024, 1,973 reported transactions were subject to HSR review, of which 59 received a Second Request.

This is an increase in both reported transactions and Second Requests issued relative to FY2023, which had a relatively small number of reported transactions (1,735) and a ten-year low of Second Requests issued (37).

Following a peak in reported transactions (3,413) and Second Requests issued (66) in FY2021, the number of filings and accompanying detailed investigations appear to have stabilized in line with historical trends.

Number of reported transactions and Second Requests

The 59 Second Requests represent 32.1% of the 184 clearances granted to the Agencies. A Second Request was issued in 29.1% of transactions investigated by the FTC (30 of 103) and 35.8% of transactions investigated by the DOJ (29 of 81).

Trend of limited consent decrees and settlements

No merger enforcement actions were resolved via consent decree or settlement agreement in FY2024.

Prior to 2021, the FTC averaged about 13 consent decrees annually before 2021, before falling to five in FY2021. Similarly, the DOJ entered into eight or nine settlement agreements every year until FY2022, subsequently dropping to four.

This trend reflects the priorities of the Biden administration: the suspension of early termination granting and an opposition to remedies.

Looking ahead: trend reversals for FY2025 and onward?

The Agencies continue to assess and refine the premerger notification program to address evolving market dynamics and ensure effective antitrust enforcement.

Moving into FY2025, expect significant changes to the Agency enforcement trends stemming from, inter alia, the implementation of the new HSR forms,³ and the start of the Trump administration. Already, a number of new trends can be seen in FY2025:

• In anticipation of the significant burdens associated with the new HSR forms,⁴ merging parties appear to have adjusted the timing of their HSR filings. The FTC publishes preliminary monthly totals of reported HSR transactions on its website. Using this data, we can estimate preliminary figures for FY2025⁵ (which are, of course, subject to change once next year’s official report is released). As against the ten-year average, the preliminary figures show a significant uptick in monthly filings in February 2025, followed by a significant dip in March, April, and May. These relative highs and lows likely reflect a rush to file while the old HSR forms were still in effect, and a subsequent slowdown in filings as parties adapted to meet the filing obligations of the new HSR forms.

HSR reportable transactions

• The resumption of the early termination program has already resulted in a notable increase in the number of early termination requests granted. Based on historical data (FY2011 to FY2020), roughly 79% of early termination requests were granted each year. With the suspension of early termination granting in February 2021, the percentage of transactions granted early termination essentially dropped to 0%. Although the precise percentage of transactions granted early termination may vary, it is reasonable to expect a return to the pre-FY2021 standard. Note, however, that a grant of early termination does not necessarily result in a substantially shorter HSR waiting period.⁶
• A renewed willingness on the part of the Agencies to consider remedies is providing merging parties with more avenues to resolve antitrust issues and, ultimately, consummate transactions. This is already playing out in practice, with several transactions in recent months addressing concerns raised by the Agencies via consent decrees and settlements.

Up next: forthcoming client alerts

The latest edition of our merger control trends report will delve further into developments in U.S. merger control and impacts on merging parties, as well as provide global trends in merger control enforcement.

Footnotes

1. See, e.g., Jonathan Kanter, Assistant Att’y Gen., Antitrust Div., U.S. Dep’t of Just., Remarks to the New York State Bar Association Antitrust Section (Jan. 24, 2022) “[W]hen the division concludes that a merger is likely to lessen competition, in most situations we should seek a simple injunction to block the transaction. It is the surest way to preserve competition.”

2. Of the total number (2,031) of notified transactions, 1,973 were subject to HSR review. Notified transactions that are not subject to HSR review include: (i) incomplete notifications, (ii) exempt transactions (e.g., which are reviewable by another federal agency but are still subject to filing with the FTC and DOJ), (iii) non-reportable transactions, and (iv) withdrawn transactions.

3. On February 10, 2025, new HSR rules and merger notification forms came into effect. The new rules and forms were unanimously approved by all five FTC Commissioners, with a concurrence from the DOJ, on October 10, 2024. See our prior client alert on this topic. 

4. See supra note 3.

5. The FTC has not yet released September 2025 preliminary HSR Transactions data.

6. Current reporting suggests that, in some cases, the Agencies are granting early termination shortly before, or on the day of, the end of the 30-day waiting period (see Flavia Fortes and Wesley Brown, Early terminations of US merger period being granted at the last minute, MLEX (Sep. 24, 2025)).