In FY 2023, merger transactions, investigations, and second requests decreased sharply from the prior fiscal year.
The figures below summarize trends in merger investigations and enforcement by the Bureau of Competition of the Federal Trade Commission and the Antitrust Division of the Department of Justice as presented in Hart-Scott-Rodino (HSR) Annual Reports from fiscal years 2005 to 2023.
Reported Merger Transactions and Agency Enforcement Actions
In FY 2023, merger transactions, investigations, and second requests decreased sharply from the prior fiscal year. As compared to the prior 20 fiscal years, the number of filed transactions in FY 2023 was roughly on par with the historical annual average while the number of investigations was the third lowest and the number of Second Requests was the second lowest.
Much of this decline is attributed to the DOJ issuing only 11 Second Requests in the fiscal year. This is half as many as the prior year and by far the lowest number over the prior 20 years. Note, however, that in FY 2023, the DOJ was engaged with several major litigations and non-merger investigations.
The percentage of transactions investigated and the percentage receiving a Second Request each increased slightly year over year. However, overall, these percentages have exhibited a downward trend from their respective highs in FY 2009.
Agency Enforcement Actions by Industry
In FY 2023, the percentage of mergers investigated and the percentage of mergers receiving a second request decreased modestly across all industries compared to their 10-year averages. Among industries with the largest number of merger transactions, the industries with notable changes in investigation and enforcement activity relative to their historical levels were Health Services, Chemicals and Pharma, and Finance.
Health Services:
- 38% of transactions were investigated in FY 2023, compared to the prior 10-year average of 30%.
- 8% of all transactions (21% of investigated transactions) received a Second Request, above the historical average of 5% of all transactions (15% of investigated transactions).
Chemicals and Pharma:
- 18% of all transactions were investigated, in line with the 10-year average of 19%.
- Second Requests were issued to only 1% of all transactions (7% of investigated transactions) versus the historical average of 5% of all transactions (26% of investigated transactions).
Finance:
- The agencies investigated only 2% of transactions relative to the historical average of 5%.
- No Second Requests were issued in FY 2023, compared to the 10-year average of 1% of total transactions (24% of investigated transactions).
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