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FTC, DOJ Issue Fiscal Year 2023 Hart-Scott-Rodino Notification Report and Announce Corrected Fiscal Year 2022 Report
The Federal Trade Commission, together with the Justice Department’s Antitrust Division, released their annual report detailing fiscal year 2023 data on the HSR Premerger Notification Program, which alerts the agencies to transactions that may substantially lessen competition in violation of federal law.
The agencies’ 46th Annual Hart-Scott-Rodino Report notes that in fiscal year 2023, 1,805 transactions were reported under the HSR Act, nearly one quarter of which were valued at more than $1 billion, continuing a trend in recent years towards larger and more complicated transactions.
The FTC and DOJ together filed 28 merger enforcement actions in fiscal year 2023. The Commission brought 16 merger enforcement challenges in fiscal year 2023, two in which it reached consent orders for public comment, 10 in which the transaction was abandoned or restructured as a result of antitrust concerns raised during the investigation, and four in which the Commission initiated administrative or federal court litigation. These enforcement actions preserved competition in numerous sectors of the economy, including technology, consumer goods and services, pharmaceuticals, healthcare, transportation, agriculture, manufacturing, and energy.
The report includes statistical tables profiling HSR filings and investigations during fiscal year 2023. Appendices provide a summary of transactions for the past 10 years, as well as the number of transactions reported and the number of transactions by industry group.
Corrected Fiscal Year 2022 Report
The Commission today also released a corrected version of the FY22 HSR Report, updating two numbers in that report. First, in describing the FTC’s merger enforcement actions in FY22, the report stated there were seven abandoned or restructured transactions. The correct number, as reflected in the updated report, is five. Second, while the report stated that the Commission issued consent orders in 11 transactions, the correct number is 12 transactions. Correcting these numbers reduces the FTC total merger enforcement actions in FY22 from 24 to 23.
Enacted by Congress in 1976, the Hart-Scott-Rodino Act gives the federal government the opportunity to investigate and challenge mergers that are likely to harm consumers before injury occurs.
The Commission vote to issue the FY23 HSR Report and corrections to the FY22 HSR Report was 3-2, with Commissioners Holyoak and Ferguson dissenting. Chair Lina M. Khan issued a statement joined by Commissioners Rebecca Kelly Slaughter and Alvaro M. Bedoya. Commissioners Melissa Holyoak and Andrew N. Ferguson issued separate statements.
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