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

Comprehensive overview of 2025 HSR Act changes, second request strategies, state merger control expansion, and economic frameworks for antitrust review.

2025-09-24 13:00:00

2.5 hours

Program Details

2025-09-24 13:00:00

Program Details

2025-09-24 13:00:00

Over 1,000+ webinars

2025-09-24 13:00:00

2.5 hours

Course Overview

Navigating 2025 HSR Act Merger Requirements

2025-09-24 13:00:00

Participants will learn to navigate the overhauled HSR Act filing requirements, second request strategies, and economic frameworks for antitrust merger review. These skills enable effective deal planning and compliance in today’s enforcement environment.

Format

CLE Credit

2.5h CLE Credits

Level

Intermediate

Length

2.5

Key topics that will be covered

01
HSR Changes
The 2025 HSR Act overhaul requires expanded narrative disclosures on competitive overlaps.
02
State Control
State merger notification requirements are proliferating with the Uniform Act adoption.
03
Second Requests
Second request compliance typically costs eight figures per side and takes months.
04
Document Hygiene
Maintain enterprise-wide antitrust sensitivity and repeat transaction benefits in documents early.
05
Economic Framework
New requirements enable analysis of unilateral, coordinated, and foreclosure effects.
06
Remedies
Structural remedies and divestitures are more available under the current administration.

Program schedule

clock 1:00 pm - 2:00 pm EST

M&A Essentials: 2025 HSR Act Overhaul and State Merger Statutes

This session covers the fundamental changes to Hart-Scott-Rodino Act pre-merger notification requirements effective February 2025, representing the first comprehensive overhaul in 45 years. Attendees will explore the expanding landscape of state merger control regimes, including the Uniform Antitrust Pre-Merger Notification Act, and learn best practices for mitigating compliance risk under the new rules.

Bevin M.B. NewmanBevin M.B. Newman
John D. CarrollJohn D. Carroll
Ana McDowallAna McDowall
clock 2:10 pm - 2:55 pm EST

Second Requests and Strategic Defense in Complex Deals

This session examines how to anticipate, plan for, and respond to extraordinarily burdensome second request investigations issued by antitrust agencies. Participants will learn strategies for working with economic experts on affirmative advocacy and explore how to devise and negotiate structural remedies under the current administration’s more flexible approach.

Bevin M.B. NewmanBevin M.B. Newman
John D. CarrollJohn D. Carroll
Ana McDowallAna McDowall
clock 3:05 pm - 3:50 pm EST

Economic Analysis Framework for Revised HSR Requirements

This session provides an economist’s perspective on how the new HSR requirements connect to economic theories used to evaluate anti-competitive merger effects. Topics include horizontal overlap analysis for unilateral and coordinated effects, vertical foreclosure theories, and novel concerns around serial acquisitions and complex ownership structures.

Bevin M.B. NewmanBevin M.B. Newman
John D. CarrollJohn D. Carroll
Ana McDowallAna McDowall
Bevin M.B. Newman

Bevin M.B. Newman

Sheppard, Mullin, Richter & Hampton LLP

John D. Carroll

John D. Carroll

Sheppard, Mullin, Richter & Hampton LLP

Ana McDowall

Ana McDowall

Cornerstone Research

Bevin M.B. Newman

Bevin M.B. Newman

Sheppard, Mullin, Richter & Hampton LLP

Bevin Newman is a partner in the Antitrust and Competition Practice Group specializing as a strategic adviser to clients in cutting-edge affiliations and collaborative arrangements, with a focus on the healthcare industry including mergers and acquisitions, joint ventures, intellectual property licenses and innovative alliances.

Professional Involvement

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). Served on the editorial board for the ABA's Antitrust Compliance. Member of the Antitrust and Health Law Sections of the ABA and Antitrust Section of the American Health Lawyers Association. Maintains an active pro bono practice representing refugees seeking safety for themselves and their children.

Experience

Over 20 years of experience advising and defending globally renowned health systems, academic medical centers, providers, payers and pharmaceuticals companies. She represents clients before the Federal Trade Commission, the Department of Justice and state attorneys general on complex antitrust matters. She has extensive experience coordinating merger-control, foreign direct investment (CFIUS) and regulatory reviews of multi-jurisdictional transactions. She is one of the most experienced Hart-Scott-Rodino Act (HSR Act) practitioners in the country, having 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.
John D. Carroll

John D. Carroll

Sheppard, Mullin, Richter & Hampton LLP

John D. Carroll is a partner in the Antitrust & Competition Practice Group and leads the firm’s Healthcare Antitrust Team, focusing on civil and criminal antitrust matters including mergers & acquisitions, strategic counseling and compliance, and global cartel investigations.

Recognition & Leadership

Received an Award for Meritorious Service for work on merger litigation while at the FTC.

Professional Involvement

Lead editor on the American Bar Association, Section of Antitrust Law's Energy Antitrust Handbook. Has held leadership positions in the ABA Section of Antitrust Law. Frequently speaks and writes on antitrust issues.

Experience

Represents clients before the Department of Justice Antitrust Division, Federal Trade Commission, and international and state antitrust enforcement authorities. Prior to private practice, served in the Mergers I Division of the Federal Trade Commission's Bureau of Competition for several years, where he investigated, challenged, and negotiated settlements in potentially anti-competitive business combinations in the aerospace, technology, consumer products, defense, healthcare, and pharmaceutical industries.
Ana McDowall

Ana McDowall

Cornerstone Research

Ana McDowall provides economic analysis and expert support in antitrust matters and regulatory proceedings, with expertise in merger reviews and cases involving allegations of exclusionary conduct and price fixing in both U.S. and European contexts.

Recognition & Leadership

Published articles on merger review in the Antitrust Source and Law360.

Professional Involvement

Submitted comments to the Draft Merger Guidelines released by the FTC and DOJ in July 2023, and offered comments to the FTC and DOJ's Draft Vertical Merger Guidelines issued in January 2020.

Experience

Evaluates liability, damages, and relevant market claims across matters involving alleged vertical exclusionary practices, horizontal price fixing, and attempted monopolization. Supported an expert in United States v. Brewbaker, a precedent-setting antitrust matter on Section 1 of the Sherman Act. Worked with clients and an expert in the $1.9 billion Alaska Airlines/Hawaiian Airlines Merger. Has experience in European jurisdictions providing economic analysis in merger investigations involving digital platforms, retail, and telecommunications. Has consulted for government agencies and firms in telecommunications and water industries on regulation issues.
Bevin M.B. Newman

Bevin M.B. Newman

Sheppard, Mullin, Richter & Hampton LLP

Bevin Newman is a partner in the Antitrust and Competition Practice Group specializing as a strategic adviser to clients in cutting-edge affiliations and collaborative arrangements, with a focus on the healthcare industry including mergers and acquisitions, joint ventures, intellectual property licenses and innovative alliances.

Professional Involvement

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). Served on the editorial board for the ABA's Antitrust Compliance. Member of the Antitrust and Health Law Sections of the ABA and Antitrust Section of the American Health Lawyers Association. Maintains an active pro bono practice representing refugees seeking safety for themselves and their children.

Experience

Over 20 years of experience advising and defending globally renowned health systems, academic medical centers, providers, payers and pharmaceuticals companies. She represents clients before the Federal Trade Commission, the Department of Justice and state attorneys general on complex antitrust matters. She has extensive experience coordinating merger-control, foreign direct investment (CFIUS) and regulatory reviews of multi-jurisdictional transactions. She is one of the most experienced Hart-Scott-Rodino Act (HSR Act) practitioners in the country, having 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.
John D. Carroll

John D. Carroll

Sheppard, Mullin, Richter & Hampton LLP

John D. Carroll is a partner in the Antitrust & Competition Practice Group and leads the firm’s Healthcare Antitrust Team, focusing on civil and criminal antitrust matters including mergers & acquisitions, strategic counseling and compliance, and global cartel investigations.

Recognition & Leadership

Received an Award for Meritorious Service for work on merger litigation while at the FTC.

Professional Involvement

Lead editor on the American Bar Association, Section of Antitrust Law's Energy Antitrust Handbook. Has held leadership positions in the ABA Section of Antitrust Law. Frequently speaks and writes on antitrust issues.

Experience

Represents clients before the Department of Justice Antitrust Division, Federal Trade Commission, and international and state antitrust enforcement authorities. Prior to private practice, served in the Mergers I Division of the Federal Trade Commission's Bureau of Competition for several years, where he investigated, challenged, and negotiated settlements in potentially anti-competitive business combinations in the aerospace, technology, consumer products, defense, healthcare, and pharmaceutical industries.
Ana McDowall

Ana McDowall

Cornerstone Research

Ana McDowall provides economic analysis and expert support in antitrust matters and regulatory proceedings, with expertise in merger reviews and cases involving allegations of exclusionary conduct and price fixing in both U.S. and European contexts.

Recognition & Leadership

Published articles on merger review in the Antitrust Source and Law360.

Professional Involvement

Submitted comments to the Draft Merger Guidelines released by the FTC and DOJ in July 2023, and offered comments to the FTC and DOJ's Draft Vertical Merger Guidelines issued in January 2020.

Experience

Evaluates liability, damages, and relevant market claims across matters involving alleged vertical exclusionary practices, horizontal price fixing, and attempted monopolization. Supported an expert in United States v. Brewbaker, a precedent-setting antitrust matter on Section 1 of the Sherman Act. Worked with clients and an expert in the $1.9 billion Alaska Airlines/Hawaiian Airlines Merger. Has experience in European jurisdictions providing economic analysis in merger investigations involving digital platforms, retail, and telecommunications. Has consulted for government agencies and firms in telecommunications and water industries on regulation issues.

Credits by state

AK2.5
AL2.5
AR2.5
AZ2.5
CA2.5
CO2.5
CT2.5
DC2.5
DE2.5
FL2.5
GA2.5
HI2.5
IA2.5
ID2.5
IL2.5
IN2.5
KS2.5
KY2.5
LA2.5
MA2.5
MD2.5
ME2.5
MI2.5
MN2.5
MO3.0
MS2.5
MT2.5
NC2.5
ND2.5
NE2.5
NH150.0
NJ3.0
NM2.5
NV2.5
NY3.0
OH2.5
OK3.0
OR2.5
PA2.5
RI3.0
SC2.5
SD2.5
TN2.5
TX2.5
UT2.5
VA2.5
VT2.5
WA2.5
WI3.0
WV3.0
WY2.5

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MCLE Credits

Alabama
Pending
Alaska
Approved
Arizona
Approved
Arkansas
Approved
California
Approved
Colorado
Pending
Connecticut
Approved
Delaware
Pending
District of Columbia
No Required
Florida
Approved
Georgia
Approved
Hawaii
Approved
Idaho
Pending
Illinois
Approved
Indiana
Pending
Iowa
Pending
Kansas
Pending
Kentucky
Pending
Louisiana
Pending
Maine
Pending
Maryland
No Required
Massachusetts
No Required
Michigan
No Required
Minnesota
Approved
Mississippi
Pending
Missouri
Approved
Montana
Pending
Nebraska
Pending
Nevada
Pending
New Hampshire
Approved
New Jersey
Approved
New Mexico
Approved
New York
Approved
North Carolina
Pending
North Dakota
Approved
Ohio
Approved
Oklahoma
Pending
Oregon
Pending
Pennsylvania
Approved
Rhode Island
Pending
South Carolina
Pending
South Dakota
No Required
Tennessee
Approved
Texas
Approved
Utah
Pending
Vermont
Approved
Virginia
Not Eligible
Washington
Approved
West Virginia
Pending
Wisconsin
Approved
Wyoming
Pending

Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs