On July 23, 2026, the DOJ announced that it is reinstating its use of targeted Second Request investigations to expedite merger reviews. The DOJ made use of targeted Second Requests before the Biden Administration on an ad-hoc basis. However, during the Biden Administration, the agency shifted away from the practice in favor of broad, document-intensive requests. According to Associate Attorney General Stanley E. Woodward Jr., the return of targeted Second Requests is designed “to eliminate bureaucratic burdens while still preserving the integrity of Second Request investigations.”
Under the HSR Act, mergers or acquisitions above certain transaction value thresholds must notify the FTC and the DOJ prior to consummating a reportable transaction. The HSR filing submission commences a 30-day waiting period during which the agencies will investigate the transaction. During this time, the agencies may request information from the parties pursuant to a voluntary access letter, which the parties will typically provide in hopes of avoiding a more burdensome Second Request. If the reviewing agency has not resolved its concerns within the initial 30-day period, the Acquiring Party may voluntarily pull-and-refile their HSR filing a single time. This procedure restarts the 30-day waiting period.
If the reviewing agency has not resolved its concerns within the relevant waiting period, it will issue a Second Request, which is a comprehensive compulsory request for documents and information. Issuance of the Second Request freezes the transaction and extends the waiting period indefinitely until the companies certify they have “substantially complied” with the request. Complying with a traditional Second Request is burdensome and time-intensive, often taking up to six months and potentially requiring the production of millions of documents and depositions of multiple witnesses.
Under the DOJ’s Revised Model Timing Agreement, the Antitrust Division will now “structure its review of the Proposed Acquisition to prioritize information and documents that relate to issues that the Division determines, in its sole discretion, to be potentially determinative.” The return of these so-called “quick look” targeted Second Requests may significantly reduce the burden on the parties and the DOJ by significantly narrowing the scale of document collection and production and allowing for a more expedited review period, particularly in a period when the DOJ has suffered a significant reduction in its investigative and litigation resources.
Law clerk Michelle Slezinger also contributed to this blog post.
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