Responding to these requests can take anywhere from 3 to 10+ months and include detailed instructions on the information that must be produced and how to produce it. Throughout this process, the government may ask detailed questions and request additional data. Missteps during this process, e.g., overlooking certain details or answering the government’s questions in a way that prompts them to request more information, can delay compliance timing, increase the risk of litigation, and defer or even threaten the consumption of the merger.
While the percentage of eligible transactions that received a Second Request has decreased, the agencies continue to issue Second Requests to a larger share of investigations of transactions valued at more than $1 billion.1
CRA is ready to help you comply with Second Requests quickly.
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Simplifying and streamlining requests for your clients by: |
• Helping counsel and the businesses understand the scope and granularity of the requested data
• Identifying responsive data and coordinating the data extraction and production process, including using data readily available in the normal course of business responsive to the Second Request
• Compiling/processing data, which can be very large or complex, into the format and detail requested in the Second Request, including generating bespoke and ad-hoc datasets as needed without burdening the business’ data teams, and accelerating compliance timing
• Ensuring quality and accuracy of all data produced
• Using Second Request data for advocacy work to address potential theories of harm the government agency may be considering
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Leverage experience working with government agencies to: |
• Identify which requests to negotiate/modify with the government and which data are the highest priority (and what is not typically tracked by businesses) to effectively engage with the government to narrow the scope of the data requested
• Better understand the types of information they are interested in and the types of questions they may have
• Proactively address likely questions about produced Second Request data through creating and submitting well-thought-out narratives and data dictionaries
1. Quillian, Ryan and John Kendrick, “What Cos. Evaluating M&A Can Glean from Latest HSR Report” Law360, February 5, 2024
