A merger above federal size lines cannot close the day it signs. Deals at or above $133.9 million in value required a Hart-Scott-Rodino filing in 2026, per the Federal Trade Commission threshold notice published January 16, 2026, with the new lines effective February 17, 2026. The filing starts a federal review that must run, or end early, before the parties may combine.
Enforcers read those reviews with labor as well as prices in mind, and worker data sits at the center of that work, as the companion piece on what gig work counts in the data records. A review that treats contractors as a cost saving reaches a different verdict than one that counts them as employees. Both start from the same filing.
This walkthrough follows the process for anyone studying how mergers work under United States law. The steps are fixed, the clocks are statutory, and the exit routes are few.
One filing goes to two agencies
Section 7A of the Clayton Act requires both acquirer and target to notify the Federal Trade Commission and the Assistant Attorney General in charge of the Justice Department's Antitrust Division, per 15 U.S.C. 18a. The two agencies then decide between themselves which one investigates the deal. Filing parties pay a fee with the submission and remain barred from closing until the clock runs out. We covered a connected angle in Supplier diversification has a real price.
The base waiting period runs 30 days
The statute gives the review a fixed starting clock. The waiting period ends on the thirtieth day after both agencies receive the completed notification, or the fifteenth day in a cash tender offer, per 15 U.S.C. 18a(b). Congress also lets the agencies terminate that wait in individual cases when neither wants to act, per the same subsection. Most plain-vanilla deals clear this way, in silence, without a public order. Readers following this should also see Franchising explained: buying in without buying the hype.
Second requests stretch the clock
When one agency wants more, it issues a request for additional information or documentary material before the base period expires, per 15 U.S.C. 18a(e). The statute then lets the agency extend the 30-day wait by up to 30 days, or the 15-day tender offer wait by 10 days, after it receives the response. Filing parties can petition a designated senior official to trim a request as unreasonably cumulative, unduly burdensome, or duplicative, per the same subsection. A second request signals deep concern, and many deals are abandoned or restructured inside this window.
Fees scale with the size of the deal
Filing fees rose with a tier schedule set by Division GG of the 2023 Consolidated Appropriations Act and adjusted annually. The tiers below come from the January 16, 2026 Federal Register notice, effective February 17, 2026.
- $35,000 for transactions valued under $189.6 million.
- $110,000 for transactions from $189.6 million up to $586.9 million.
- $875,000 for transactions from $2.347 billion up to $5.869 billion.
- $2,460,000 for transactions of $5.869 billion or more.
The largest deals therefore pay a fee equal to a mid-sized law firm budget before any lawyer bills an hour. The fee buys no outcome. It funds the review capacity that screens every filing.
Skipping the gate now carries a price
Enforcement reaches deals that close without a clean file. On July 13, 2026, the Justice Department filed a complaint alleging that Edwards Lifesciences' acquisition of JC Medical from Genesis MedTech violated the HSR Act, and a proposed final judgment filed the same day requires Edwards to pay a $10 million civil penalty and Genesis $2 million, plus compliance obligations, per the Justice Department notice of July 23, 2026. The case shows the review's teeth run in both directions, toward cleared deals and toward parties that bypass the process.
Conclusion: a clock, not a verdict
The antitrust review is best understood as a timed gate. The FTC threshold notice sets who must file and at what cost, and the statute sets how long the government can hold the door, per 15 U.S.C. 18a. Deals clear by expiry, by negotiated settlement, or in court after a challenge, as the Edwards Lifesciences case shows on the enforcement side. None of these outcomes happens at closing night by accident, because the law schedules the argument before the money moves.
