M&A Under the Microscope: What Attorneys Must Know About the 2025 HSR Rules, State Enforcement, and Second Request Litigation

Bevin M.B. Newman
John D. Carroll
Ana McDowall
Bevin M.B. Newman | Sheppard, Mullin, Richter & Hampton LLP
John D. Carroll | Sheppard, Mullin, Richter & Hampton LLP
Ana McDowall | Cornerstone Research
Live Video-Broadcast: September 24, 2025

2.5 hour CLE

Tuition: $245.00
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Program Summary

Session I - Merger Control Reimagined: M&A Essentials to Know about the 2025 HSR Act Overhaul and the Proliferation of State Merger Statutes - Bevin M.B. Newman

This session frames how the HSR Act and antitrust laws shape M&A: from early diligence and gun-jumping risk to timelines, covenants, and remedies. We distill the 2025 final HSR rules (expanded narratives, new data/documents, tighter scrutiny of overlaps, labor, and roll-ups) into concrete practices: front-load diligence, enforce document hygiene, use clean teams/privilege, and set realistic outside dates and reverse fees. We close with fast-evolving state merger control, coordinating with federal review, and navigating industry-specific regimes and private-equity roll-ups.

Key topics to be discussed:

  • The HSR Act and state merger control
  • The HSR Act overhaul
  • State merger control

Session II - When the Deal Gets Complicated: Second Requests and Strategic Defense - John D. Carroll

John’s session will examine what happens when merger reviews extend beyond the initial HSR waiting period, after which the FTC or DOJ issues a “Second Request.” In particular, John will discuss strategies for predicting the likelihood of a second request, as well as the technical processes for preparing to respond, including negotiating modifications of the second request. In addition, the presentation will examine defenses and affirmative advocacy strategies, as well as remedies.

Key topics to be discussed:

  • Anticipating and planning for a second request
  • Working with economic experts regarding defenses and affirmative advocacy
  • Devising and advocating for possible structural remedies

Session III - An Economist’s Lens on the Revised HSR Requirements - Ana McDowall

Ana’s session will set out the competitive theories that the agencies evaluate using, as a starting point, information provided in the HSR filing. She will describe how the changes to the HSR requirements attempt to more directly get at the factors that drive the likelihood of competitive harm from a merger. She will set out both the more traditional theories of competitive harm, as well as the more novel ones and draw connections between the HSR changes and the 2023 Merger Guidelines.

Key topics to be discussed:

  • Mergers of competitors
  • Competitive foreclosure in vertical mergers or mergers of complements
  • Novel theories: Interlocking directorates, serial acquisitions and other

Date / Time: September 24, 2025

  • 1:00 pm – 3:50 pm Eastern
  • 12:00 pm – 2:50 pm Central
  • 11:00 am – 1:50 pm Mountain
  • 10:00 am – 12:50 pm Pacific

Closed-captioning available

Speakers

Bevin M.B. Newman | Sheppard, Mullin, Richter & Hampton LLP

Bevin Newman is a partner in the Antitrust and Competition Practice Group in the firm’s Washington, D.C. office.

Bevin is a strategic adviser to clients in cutting-edge affiliations and collaborative arrangements. She focuses much of her practice in the healthcare industry, bringing over 20 years of experience advising and defending globally renowned health systems, academic medical centers, providers, payers and pharmaceuticals companies undertaking significant transactions, including mergers and acquisitions, joint ventures, intellectual property licenses and innovative alliances, as well as on conduct matters. She represents clients before the Federal Trade Commission, the Department of Justice and state attorneys general on complex antitrust matters.

Bevin also has extensive experience coordinating the merger-control, foreign direct investment (CFIUS) and regulatory reviews of multi-jurisdictional transactions for U.S. and foreign clients in the pharmaceutical, medical device, technology and energy industries. She is one of the most experienced Hart-Scott-Rodino Act (HSR Act) practitioners in the country. She has advised on multiple antitrust matters for Caremark, Cigna, UPMC, Duke University, Yale-New Haven Health System, Centura, SSM Health, UnityPoint, Abbot Laboratories, Boehringer Ingelheim, Sumitomo Dainippon Pharmaceuticals and Bon Secours Mercy Health.

Bevin frequently writes and speaks on antitrust and competition issues, particularly in the healthcare field. Her publications include Antitrust Aspects of Mergers and Acquisitions (BNA Corp. Practice Series) and “An Overview of Federal Antitrust Laws and Enforcement Policies” (CCH Health Care Compliance Professionals Manual). She served on the editorial board for the ABA’s Antitrust Compliance and is a member of the Antitrust and Health Law Sections of the ABA and Antitrust Section of the American Health Lawyers Association.

Outside of her antitrust practice, Bevin maintains an active pro bono practice, representing refugees seeking safety for themselves and their children.

 

John D. Carroll | Sheppard, Mullin, Richter & Hampton LLP

John D. Carroll is a partner in the Antitrust & Competition Practice Group in the Washington, D.C. office and leads the firm’s Healthcare Antitrust Team.

John’s practice focuses on civil and criminal antitrust matters, including mergers & acquisitions, strategic counseling and compliance, and global cartel investigations, where he represents clients before the Department of Justice Antitrust Division, Federal Trade Commission, and international and state antitrust enforcement authorities.

Prior to private practice, John was in the Mergers I Division of the Federal Trade Commission’s Bureau of Competition for several years. While with the FTC, he investigated, challenged, and negotiated settlements in a number of potentially anti-competitive business combinations in the aerospace, technology, consumer products, defense, healthcare, and pharmaceutical industries and received an Award for Meritorious Service for work on merger litigation.

John frequently speaks and writes on antitrust issues. He was the lead editor on the American Bar Association, Section of Antitrust Law’s Energy Antitrust Handbook, and has held leadership positions in that organization.

 

Ana McDowall | Cornerstone Research

Ana McDowall provides economic analysis and expert support in antitrust matters and regulatory proceedings. Dr. McDowall’s antitrust experience includes merger reviews and cases involving allegations of exclusionary conduct and price fixing. She provides consulting support to clients and testifying experts and manages project teams across all phases of litigation. Dr. McDowall has expertise with issues in the U.S. and European contexts, and her industry expertise includes digital and financial markets, retail, and telecommunications.

Dr. McDowall evaluates liability, damages, and relevant market claims. Her experience ranges across matters involving alleged vertical exclusionary practices, horizontal price fixing, and attempted monopolization. In United States v. Brewbaker, a precedent-setting antitrust matter, Dr. McDowall supported an expert who opined on issues related to Section 1 of the Sherman Act.

Dr. McDowall consults with parties on all stages of merger review, including risk assessment, pre-litigation advocacy, with agency requests, and expert support in litigation. She worked with clients and an expert in the $1.9 billion Alaska Airlines/Hawaiian Airlines Merger. Dr. McDowall also has experience in European jurisdictions, where she has provided economic analysis in merger investigations involving digital platforms, retail, and telecommunications.

Dr. McDowall submitted comments to the Draft Merger Guidelines released by the Federal Trade Commission (FTC) and Department of Justice (DOJ) in July 2023, and also offered comments to the FTC and DOJ’s Draft Vertical Merger Guidelines issued in January 2020. She has published articles on merger review in the Antitrust Source and Law360.

Dr. McDowall has consulted for government agencies and firms in the telecommunications and water industries on regulation issues. Her support has focused on evaluating the efficiency of existing regulatory schemes, or designing new frameworks. Representative work in these contexts includes analyses related to infrastructure investment subsidies and assessments of price or service quality regulation.

Agenda

Session I – Merger Control Reimagined: M&A Essentials to Know about the 2025 HSR Act Overhaul and the Proliferation of State Merger Statutes | 1:00pm – 2:00pm

  • The HSR Act and state merger control
    • Context and purpose
    • The antitrust laws in M&A
    • The role of antitrust in your deal
  • The HSR Act overhaul
    • What’s new under the 2025 final HSR act rules
    • Best Practices for mitigating risk under the new rules
  • State merger control
    • Expanding state merger control regimes
    • Coordinating state and federal antitrust review
    • Industry-specific rules and private equity

Break | 2:00pm – 2:10pm

Session II – When the Deal Gets Complicated: Second Requests and Strategic Defense | 2:10pm – 2:55pm

  • Anticipating and planning for a second request
  • Working with economic experts regarding defenses and affirmative advocacy
  • Devising and advocating for possible structural remedies

Break | 2:55pm – 3:05pm

Session III – An Economist’s Lens on the Revised HSR Requirements | 3:05pm – 3:50pm

  • Mergers of competitors
  • Competitive foreclosure in vertical mergers or mergers of complements
  • Novel theories: Interlocking directorates, serial acquisitions and other

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