USA Law and Practice Contributed by: Bradley Justus, Lisl Dunlop, Josh Jowdy and Sandhya Taneja, Axinn, Veltrop & Harkrider LLP
The FTC’s Premerger Notification Office also issues guidance relating to the application of the HSR Act and related regulations in the form of both formal and informal interpretations. 1.2 Legislation Relating to Particular Sectors Sector-Specific Approvals Transactions within highly regulated sectors of the economy, such as banking, healthcare, insurance, telecommunications, railroads, and defence, may also require approval from their federal or state sectoral regulators. For example: • banking transactions may require approval by the Federal Reserve Board; • telecom transactions may require approval by the Federal Communications Commission; • transactions involving energy companies may require approval of the Federal Energy Regu - latory Commission; • mergers of insurance companies may require approval by state Commissioners of Insur - ance; and • mergers of healthcare organisations may be subject to review and approval by state health departments and antitrust agencies. Both the FTC and DOJ enforce the federal anti - trust laws and share jurisdiction over merger review under the Clayton Act and the HSR Act. The FTC also has authority to challenge mergers under the FTC Act. In addition, the FTC manages the HSR pre-notification regime. Under Section 16 of the Clayton Act, State Attorneys General can also seek to enjoin mergers. 1.3 Enforcement Authorities Primary Enforcement Agencies The Agencies allocate merger cases through a co-operative clearance process that is primarily based on the expertise of each Agency. The FTC
tends to investigate mergers relating to health - care, pharmaceuticals, professional services, retail industries, and food, whereas the DOJ typi - cally investigates mergers relating to media and entertainment, telecommunications, insurance, aerospace, financial services, and agriculture. In other industries, such as digital platforms, responsibility is less clear and the decision about which agency will review a transaction can be more complex. States Several states have introduced pre-merger noti - fication laws, many focused on transactions in the healthcare sector. In 2024, the Uniform Laws Commission pub - lished a model Uniform Antitrust Pre-Merger Notification Act (UAPNA) which, if enacted by a state, provides for filing an HSR filing with the state if state-specific jurisdictional thresholds are met. At the time of publication of this guide (8 July 2025), the state of Washington has passed legislation giving effect to UAPNA, and another six states and the District of Columbia have simi - lar legislation pending. The purpose of UAPNA laws is to ensure that states likely to be affected by a transaction receive access to HSR filings contemporaneously with the FTC and DOJ and avoid the need for the parties to give confiden - tiality waivers. Courts To delay closing of a proposed merger, the Agencies must obtain preliminary injunctive relief from a federal district court. To block a transaction, the DOJ must seek a final injunc - tion from a federal district court, while the FTC proceeds through its Part 3 administrative court process. State Attorneys General frequently join the Agencies in federal district court actions, and in some cases have brought independent
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