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

2025-09-24 13:00:00

2.5 hours

2025-09-24 13:00:00

2.5 Credits

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

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

1000+

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Live stream programs

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Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

Key topics that will be covered

What will you learn

Attorneys will learn about the February 2025 HSR Act overhaul, second request strategies, state merger control regimes, and economic frameworks for antitrust merger review.

What will you gain

Attorneys will gain practical guidance for deal planning, compliance considerations, document hygiene best practices, and strategies for responding to agency investigations.

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

What will you learn

Attorneys will learn about the February 2025 HSR Act overhaul, second request strategies, state merger control regimes, and economic frameworks for antitrust merger review.

What will you gain

Attorneys will gain practical guidance for deal planning, compliance considerations, document hygiene best practices, and strategies for responding to agency investigations.

Agenda

Session 1

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

Session 2

Second Requests and Strategic Defense in Complex Deals

Session 3

Economic Analysis Framework for Revised HSR Requirements

clock 1:00 pm - 2:00 pm EST

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

Bevin M.B. Newman

Sheppard, Mullin, Richter & Hampton LLP

John D. Carroll

Sheppard, Mullin, Richter & Hampton LLP

Ana McDowall

Cornerstone Research

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. Newman

Sheppard, Mullin, Richter & Hampton LLP

John D. Carroll

Sheppard, Mullin, Richter & Hampton LLP

Ana McDowall

Cornerstone Research

clock 2:10 pm - 2:55 pm EST

Second Requests and Strategic Defense in Complex Deals

Bevin M.B. Newman

Sheppard, Mullin, Richter & Hampton LLP

John D. Carroll

Sheppard, Mullin, Richter & Hampton LLP

Ana McDowall

Cornerstone Research

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. Newman

Sheppard, Mullin, Richter & Hampton LLP

John D. Carroll

Sheppard, Mullin, Richter & Hampton LLP

Ana McDowall

Cornerstone Research

clock 3:05 pm - 3:50 pm EST

Economic Analysis Framework for Revised HSR Requirements

Bevin M.B. Newman

Sheppard, Mullin, Richter & Hampton LLP

John D. Carroll

Sheppard, Mullin, Richter & Hampton LLP

Ana McDowall

Cornerstone Research

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. Newman

Sheppard, Mullin, Richter & Hampton LLP

John D. Carroll

Sheppard, Mullin, Richter & Hampton LLP

Ana McDowall

Cornerstone Research

01 03
Prev
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speakers

Joe Ervin

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Kevin Foley

Reminger Co
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Grant H. Lawson

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Bevin M.B. Newman

Sheppard, Mullin, Richter & Hampton LLP

John D. Carroll

Sheppard, Mullin, Richter & Hampton LLP

Ana McDowall

Cornerstone Research

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.

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

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

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.

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of Bias, etc.)
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Why Attend

Why this 
program matters

Thorough understanding of HSR Act pre-merger notification requirements, second request strategies, and economic frameworks is essential for M&A practitioners to navigate increasingly complex regulatory requirements, avoid costly penalties, and effectively advocate for deal completion.
105
Average hours the FTC estimated to complete the new HSR form, nearly triple the prior form’s 37-hour average. (Conventus Law, February 2026)
$53k
Maximum daily civil penalty per day for HSR Act violations as of January 2025, with potential liability reaching millions for serial violations. (FTC, January 2025)
75%
Approximate percentage of mergers subject to second requests that are voluntarily restructured or abandoned before completion. (Legal Dive / Morgan Lewis analysis, February 2024)
1.9k+
Transactions reported under the HSR Act in fiscal year 2024, reflecting a 12.5% increase from the prior year. (FTC/DOJ HSR Annual Report FY2024)

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