DOJ restarts targeted HSR “Second Request” reviews: deal-timeline impact

On July 23, 2026, the Justice Department’s Antitrust Division said it has returned to implementing targeted “Second Request” merger investigations—and it is publishing a model timing agreement that structures how the government and deal parties handle document production. DOJ says the goal is to reduce transaction costs and speed review without compromising the Second Request process Congress designed for serious competition concerns.

For people tracking big corporate deals, this is a procedural shift that could change how quickly companies complete the document-and-evidence phase. It is not a promise that approvals will be faster in every case.

Quick refresher: what HSR “Second Requests” are

Under the Hart-Scott-Rodino (HSR) Act, certain mergers and acquisitions above specified thresholds must notify both the Federal Trade Commission (FTC) and the DOJ Antitrust Division before the deal can be finalized. After an initial waiting period, the FTC or the Division may require additional information and documents through what’s commonly called a “Second Request.”

What DOJ says changed on July 23

DOJ says targeted Second Request investigations were historically used to reduce administrative burden and focus government resources on the specific issues that raise competitive concerns. In the targeted approach, DOJ and the merging parties enter into a timing agreement that prioritizes submission of certain Second Request information and documents that could resolve DOJ’s questions before full compliance.

In exchange, DOJ says it receives priority information on an efficient schedule and gains more certainty about the timing of key milestones. After reviewing that priority material, DOJ can close the investigation, modify the Second Request, or require full compliance with the Second Request.

The model timing agreement: “priority production” and key milestones

The model timing agreement is designed to create a more structured, predictable timetable during a targeted Second Request investigation. It includes:

• Priority Production: the agreement defines priority as responsive, non-privileged documents, information, and data identified for the process.
• Methodology + rolling productions: before producing priority material, the parties must describe the search/collection methodology; then they must make rolling productions of priority documents so DOJ can evaluate issues within the expedited timetable.
• Expedited Consideration: DOJ structures its review to prioritize issues DOJ determines to be potentially determinative. The agreement states that expedited consideration lasts through the process described in the agreement, and it terminates immediately if the parties certify compliance with the Second Requests.
• Earliest Closing Date: the agreement defines an Earliest Closing Date as 60 days after the Compliance Date. It also states the deal will not be consummated before 12:01 a.m. Eastern Time on that date unless DOJ provides written notice that it has closed its investigation.

How this fits the broader DOJ approach—and what it signals for deal teams

DOJ’s Antitrust Division has a broader “merger review process initiative” that aims to tailor procedures to transaction complexity and competitive issues. The July 23 announcement and the model timing agreement indicate that DOJ wants to use structured timing commitments—so that the parties know what must be produced when, and DOJ can focus its review efficiently.

Where the FTC fits

HSR investigations are not a one-agency process: the FTC and DOJ both play roles. DOJ’s announcement emphasizes that either agency may require additional documents via a Second Request, and the HSR framework is built around that shared federal notification-and-review system.

What to watch next

If you follow merger announcements, the main “what changes” to watch for is whether deal teams adjust their document-production planning around priority production milestones and DOJ’s identified issues. You may also see more up-front coordination around search methodology, rolling productions, and compliance-certification steps during the waiting period.

For consumers, the connection to prices is indirect: a more structured timetable can affect when DOJ finishes (or narrows) its information-gathering, but DOJ is still the decision-maker—so timelines and outcomes will vary case by case.

Sources

• DOJ Office of Public Affairs press release (July 23, 2026)