[EDRM Editor’s Note: This article was first published here on December 8, 2025, and EDRM is grateful to Rob Robinson, editor and managing director of Trusted Partner ComplexDiscovery, for permission to republish.]

ComplexDiscovery Editor’s Note: The FY 2024 Hart-Scott-Rodino (HSR) Annual Report confirms that Second Request rates have rebounded to pre-2020 norms, while early FY 2025 and FY 2026 data signal steady deal flow and continued regulatory intensity. For cybersecurity, information governance, and eDiscovery professionals, these developments crystallize a new operational reality: Second Requests are no longer edge-case scenarios but routine risks in large, complex mergers.

As deal volume stabilizes above the 2,000 mark and billion-dollar transactions make up a growing share of filings, the implications are clear—data professionals must be structurally ready to respond at scale. The introduction of new HSR rules and expanded notification requirements in 2025 only deepens this demand for strategic readiness, secure infrastructure, and disciplined legal hold and review workflows. This article outlines the key numbers, trends, and expectations shaping the path forward.​

The Hart-Scott-Rodino (HSR) premerger notification program remains the primary lens for understanding U.S. merger activity and associated regulatory risk. Full annual statistics, including detailed counts of Second Request investigations and enforcement actions, are currently available only through the FY 2024 HSR Annual Report, the latest comprehensive annual report issued by the Federal Trade Commission (FTC) and the Department of Justice (DOJ). Figures for FY 2025 and FY 2026 are drawn from the Premerger Notification Program’s published monthly transaction estimates and are best understood as indicators of volume and trajectory rather than finalized enforcement statistics.​

Three eras of merger activity

From FY 2000 through FY 2026 (partial), HSR filings exhibit three distinct eras. The first, running from FY 2000 through FY 2009, is marked by post‑dot‑com and financial‑crisis volatility. Reported transactions peak at 4,926 in FY 2000 and fall to 716 in FY 2009, with an average of about 1,902 transactions per year over the decade. The second era, FY 2010 through FY 2019, reflects a more stable M&A environment, with annual filings ranging from 1,166 to 2,111 and averaging roughly 1,692 per year.​

The third era, from FY 2020 onward, begins with pandemic disruption and then undergoes a dramatic surge and correction. FY 2020 records 1,637 transactions, followed by a historic peak of 3,520 in FY 2021 and 3,152 in FY 2022, before contracting sharply to 1,805 in FY 2023. The subsequent recovery is modest but steady: 2,031 transactions in FY 2024 and 2,101 in FY 2025, implying year‑over‑year growth of 12.5 percent and 3.4 percent respectively. Across FY 2020–2026 (counting FY 2026 as partial), average activity stands at about 2,098 transactions per year, illustrating how the 2021–2022 spike still shapes the overall profile.​

Rising complexity and the “new normal” for scrutiny

Within this broader pattern, deal size and complexity have moved decisively upward. The FY 2024 HSR report shows that about 25.6 percent of adjusted transactions are valued at 1 billion dollars or more, compared with roughly 14.8 percent in FY 2015, and aggregate reported transaction value reaches approximately 2.1 trillion dollars in FY 2024. This concentration of value in larger, more complex combinations is particularly relevant for practitioners because the probability of a Second Request escalates with deal size.​

In FY 2024, the FTC and DOJ together issued 59 Second Requests—30 by the FTC and 29 by the DOJ—covering about 3.0 percent of the 1,973 adjusted transactions for which they were authorized to seek additional information. By contrast, the surge years of FY 2021 and FY 2022, which saw exceptionally high filing volumes, coincided with significantly lower Second Request rates in the roughly 1.6–1.9 percent range. The rebound to 3.0 percent in FY 2024 therefore puts Second Request activity back at the upper end of the range seen in several pre‑2020 years and marks a clear break from the unusually low 2021–2022 period, rather than an unprecedented spike. However, this statistical normalization carries heavier weight today, as it is applied against a deal mix now heavily skewed toward complex, billion‑dollar transactions. Mega‑deals are especially exposed: nearly half of transactions exceeding 10 billion dollars in FY 2024 received a Second Request, compared with about 6.4 percent of deals in the 1–10 billion dollar range and much lower rates for sub‑billion‑dollar transactions.​

Monthly dynamics and future projections

Monthly data for FY 2024 and FY 2025 provide a finer‑grained view of these dynamics. In FY 2024, monthly filings total 2,031, averaging about 169.3 transactions per month, with a low of 123 in March and a high of 208 in November. The pattern suggests modest seasonal variation, with softer volumes in late winter and early spring and stronger activity in late summer and autumn.

FY 2025 registers a slightly higher total of 2,101 transactions and an average of roughly 175.1 per month, but with greater volatility; monthly counts range from 89 in March (the annual low) to 233 in November (the annual high).​

October and November are especially useful for trend analysis. October filings rise from 146 in FY 2024 to 192 in FY 2025 and 215 in FY 2026, representing increases of 31.5 percent and 12.0 percent respectively. November figures increase from 208 in FY 2024 to 233 in FY 2025 (up 12.0 percent), before dipping slightly to 227 in FY 2026 (down 2.6 percent year over year but still above FY 2024). Averaging October and November together, FY 2024 comes in at 177.0, FY 2025 at 212.5, and FY 2026 at 221.0, implying that the early FY 2026 pace is about 25 percent higher than FY 2024 and 4 percent higher than FY 2025 for those two months.​

The partial FY 2026 data highlight both the need for caution and the signal of possible acceleration. With 215 filings in October and 227 in November, FY 2026 begins with 442 transactions and a two‑month average of 221 per month. If that average were sustained over the full fiscal year, it would imply around 2,652 transactions in FY 2026—better described as “roughly 2,650” on an annualized basis. That level would sit above the 2010–2019 average and above the 2024–2025 plateau, but still well below the 3,500‑plus filings recorded in FY 2021. Because only two months are known, this projection should be treated as indicative rather than predictive; the realized outcome will depend on financing conditions, regulatory expectations under the current administration, and sector‑specific factors, particularly in technology and healthcare.​

Enforcement realities

Enforcement data from FY 2024, available in the formal annual report, confirm that the agencies are not simply processing more filings but are actively contesting a meaningful subset of them. Of the 1,973 adjusted transactions in FY 2024, the FTC and DOJ collectively issued 59 Second Requests and brought enforcement actions against 32 transactions. The FTC proceeded against 18 of those deals, with 12 abandoned or restructured and 6 pushed into administrative or federal court litigation. The DOJ acted against 14, 12 of which were abandoned and 2 restructured after the Division raised competitive concerns. These matters involved a cross‑section of industries central to the broader economy—grocery and food distribution, healthcare, technology and software, and transportation among them—and underscore that large, strategically important combinations can expect prolonged scrutiny, higher information demands, and greater litigation risk.​

Operational implications for data professionals

For cybersecurity, information governance, and eDiscovery professionals, these quantitative patterns translate into specific operational pressures. The combination of elevated volume, a higher share of billion‑dollar‑plus transactions, and a sustained 3.0 percent Second Request rate means that organizations involved in significant M&A must assume deep antitrust review is a routine possibility for larger deals rather than a rare event. Practically, this implies a need for robust data inventories, disciplined retention and legal hold practices, and the capacity to marshal hundreds of thousands to millions of documents within HSR‑driven timelines. It also raises the stakes for secure virtual data rooms, strong access controls, and end‑to‑end encryption, because sensitive business information will be shared more widely with regulators, advisors, and counterparties during extended investigations. At the same time, the volatility evident in monthly patterns—especially the sharp March 2025 dip amid otherwise strong quarters—suggests that internal teams and outside providers must be able to flex capacity rapidly rather than assuming smooth, predictable filing flows.​

The interaction between these HSR trends and the broader economic and political context also matters. The 2021–2022 peak coincided with abundant liquidity and low interest rates, while the 2023 drop overlapped with rapid monetary tightening and more assertive merger enforcement under the prior administration. The modest recovery in 2024–2025 and the early 2026 uptick, as reflected in Premerger Notification Program monthly estimates, indicate that dealmakers are adapting to a world of higher financing costs and more intensive review, rather than waiting for a return to the unusually permissive conditions of the early 2020s. From an analytical standpoint, this supports a planning assumption that elevated scrutiny will remain a structural feature of the environment even as aggregate HSR volumes settle into a more moderate band.​​

Impact of new rules on eDiscovery planning

The forward outlook for Second Requests is also shaped by the new HSR rules and expanded notification form that took effect on February 10, 2025, following the FTC’s final rule on “Premerger Notification; Reporting and Waiting Period Requirements” published on November 12, 2024. Under these rules, filers must provide substantially more upfront information, including broader ordinary‑course documents, narrative descriptions of competitive overlaps, and more detailed data on competitive relationships and certain subsidies, and the FTC has indicated that the new form will significantly increase the workload associated with each filing. Early practice commentary after the first 100 days of the new regime suggests that while this front‑loading has increased burden and preparation time for parties, it has not yet produced a clear reduction in the use of Second Requests; instead, it appears to be giving the agencies more material at the initial stage and the option, in some cases, to resolve non‑problematic transactions faster while continuing to push complex deals into full investigations.​​

For eDiscovery and legal technology providers, a central planning question is whether Second Request activity in FY 2025 and FY 2026 is likely to revert toward pre‑2020 norms or ease meaningfully under the current administration. The most reliable datapoint remains FY 2024, where the FTC and DOJ issued 59 Second Requests on 1,973 adjusted transactions, a rate of 3.0 percent. That 3.0 percent figure, combined with a high concentration of Second Requests in large, billion‑dollar‑plus deals, effectively defines the recent “new normal” that service providers have used for capacity planning. As of late 2025, there is no official FY 2025 or FY 2026 Second Request count, and the agencies have not yet published updated annual HSR reports for those years, so any forward‑looking assessment must rely on outside analyses and agency commentary.​

Recent law‑firm briefings and data notes from sources such as White & Case, Akin Gump, Dechert, and others generally characterize 2025 enforcement as “relatively steady” in terms of significant merger investigations and Second Requests, even as deal mix and volumes adjust to the revised HSR form and political transition. Commentators observing the second Trump administration’s early months describe a more remedy‑friendly, case‑by‑case approach to merger control, with greater openness to structural divestitures and negotiated settlements, but they also note that the 2023 Merger Guidelines and expanded HSR requirements remain in place and that both agencies continue to emphasize robust enforcement in sectors such as technology, healthcare, and infrastructure. Some practitioners anticipate that courts may limit the most aggressive theories of harm and that agencies may respond by focusing more on clearly winnable cases or on deals susceptible to conventional remedies, potentially tempering the overall number of litigated challenges. Others caution that, given sustained bipartisan concern about concentration in key industries, a pronounced retreat in in‑depth investigations is unlikely in the near term.​

Analysis: provider and investor sentiment vs. data

Against this backdrop, a conservative analytical conclusion is that eDiscovery providers should not plan for a materially lower Second Request pulse in the immediate future. The most defensible working assumption is that the effective Second Request rate for significant transactions will remain in the low single digits, on the order of the 3.0 percent environment seen in FY 2024, rather than reverting toward pre‑2020 levels, even if aggregate HSR filing volumes stabilize. What may change under the current administration is not the frequency of in‑depth investigations so much as their style and endpoints: more negotiated remedies and settlements, somewhat clearer procedural commitments, and a greater stated reluctance to use Second Requests as vehicles for broad conduct investigations. For providers, this implies that demand for scalable, secure, and repeatable Second Request support is likely to remain structurally strong. Any perceived softening in sentiment should be treated cautiously and not as a basis for materially downgrading capacity assumptions or investments in the infrastructure required to support large, time‑compressed Second Request responses.​​

Many eDiscovery providers and investors report a subjective sense that the Second Request “pulse” has eased in FY 2025 and may continue to soften in FY 2026. In practice, this perception often reflects deal pipelines that are skewed toward lower‑risk sectors, transactions structured with remedies in mind, and an observable shift toward negotiated outcomes rather than high‑profile litigated challenges. At the same time, FY 2024 remains the most recent year with official Second Request statistics—showing a 3.0 percent rate on adjusted transactions—and early 2025 enforcement analyses still describe significant investigations and Second Requests as broadly steady in volume, even under the new HSR rules.​​

As a result, while it is important to recognize and track this emerging sentiment, the available evidence supports treating it as localized experience rather than as a confirmed structural shift. Until the FTC and DOJ publish full FY 2025 and FY 2026 HSR reports, disciplined planning for providers and investors alike should assume a continued low‑single‑digit Second Request rate anchored around the FY 2024 baseline, with meaningful variance by deal size, sector, and regulatory risk profile.​​

Analysis based on Hart-Scott-Rodino filing data through November 2025 and industry observations. For the most current HSR statistics and regulatory updates, consult Federal Trade Commission publications and qualified legal counsel.

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ComplexDiscovery OÜ is a highly recognized digital publication focused on providing detailed insights into the fields of cybersecurity, information governance, and eDiscovery. Based in Estonia, a hub for digital innovation, ComplexDiscovery OÜ upholds rigorous standards in journalistic integrity, delivering nuanced analyses of global trends, technology advancements, and the eDiscovery sector. The publication expertly connects intricate legal technology issues with the broader narrative of international business and current events, offering its readership invaluable insights for informed decision-making.

News Sources

• Premerger Notification Program | Federal Trade Commission (ftc.gov)
• The latest HSR data show competing influences of New HSR Rules and new administration on merger filings, but yearly HSR filings are steady YTD 2025 (White & Case LLP)
• Transparency In Merger Enforcement: Second Request Timelines Remain High Despite Largely Positive Outcomes in Q3 2025 (Akin)
• DAMITT Q3 2025: U.S. Merger Investigations Slow as EU Activity Remains Muted (Dechert)
• Antitrust priorities in the second Trump administration (Nixon Peabody LLP)
• New, More Burdensome HSR Form Now in Effect (Winston & Strawn)

Additional Reading

• HSR Act Reporting: A ComplexDiscovery Chronology
• FTC Annual Competition Reports (Hart-Scott-Rodino Act Reports)

Source: ComplexDiscovery OÜ
Assisted by GAI and LLM Technologies per EDRM GAI and LLM Policy.