Hart Scott Rodino (HSR) Second Requests & Phase II Merger Clearance Investigations: High Stakes, Massive Volumes, Short Timelines

In M&A, the stakes are high and organizations are under market, shareholder and financial pressures to bring transactions to a timely close. Adding to the intensity are merger control investigations as they often involve large custodial data sets spread across multiple global locations. Stringent regulatory requirements for responding to these inquiries can often lead to highly compressed timelines which carry a significant risk of penalties or ‘stop the clock’ situations. Overwhelmed legal teams need a trusted partner with deep expertise to successfully navigate these issues and protect the value of their deals.

With the foundation of more than 100 successful merger deals, FTI Consulting is a tested and proven guide through this process. We have specialized experts in every major region around the world who bring hands-on experience negotiating with regulatory bodies in the U.S., Canada and EMEA. Our vetted playbook incorporates our leading-edge technology, workflows and the flexibility and ingenuity of our teams. FTI’s antitrust investigations practice has all the elements necessary to handle the unique characteristics of each client’s project and help ensure timely and accurate productions to regulators every time.

Services

FTI’s antitrust services for law firms and corporations start with initial meetings with the legal teams to determine the scope and format of the project. FTI then develops and executes on required deadlines and review workflows, including performing complex data collection of emerging data formats in adherence to local data privacy laws, processing and hosting, presentation support and multiparty production throughout the life of the project.

Software

FTI leverages our clients’ preferred e-discovery platform to provide a flexible and cost-effective solution for U.S. Second Request, Canadian Supplementary Information Requests (SIR) and European Phase II Merger Control investigations. Our team is experienced with a broad range of legal review software, advanced data analytics and predictive coding techniques to quickly find relevant documents in a large dataset. When needed FTI can provide clients with supplemental software.

Team

The FTI team includes authorities on Second Request, SIR and Phase II merger control law and procedure, expert technologists and a skillful team of consultants and reviewers that work around the globe. Our experts have established relationships with numerous regulators, including the U.S. Department of Justice (DOJ), Federal Trade Commission (FTC), the Canadian Competition Bureau (CCB), EU Commission Directorate-General for Competition and U.K. Competition and Markets Authority (CMA).

Case Studies

Defense contractor case study graphic

Second Request for a Large Defense Contractor

With nearly two terabytes of data located in five different countries including the EU, a large defense contractor contacted FTI to collect, process, review and produce documents under International Traffic in Arms (ITAR) Regulations, which required multilingual US citizens to conduct the review.

The FTI team advised on data privacy then collected and processed close to two TB of data. FTI used advanced analytics software to cull the data set from 5.4 million to 2.6 million documents. Predictive coding further reduced the population to 700,000 documents. Using multilingual review attorneys, FTI produced 480,000 documents within eight weeks, meeting all deadlines imposed by the government. The project came in under budget and FTI’s client saved over $1 million.

Life sciences case study graphic

Merger Control Investigations in Numerous Jurisdictions for Billion-Dollar Life Sciences Merger

A multinational life sciences corporation was facing three simultaneous investigations relating to its pending merger with a U.S.-based corporation. 130 custodians were within scope of the information request, and counsel needed to collect, process, and review more than 30 million files across numerous continents and languages to produce relevant documents to regulators located in the US, Canada and Europe.

FTI Consulting’s team of global experts worked around the clock to establish processing and review teams at the client’s locations to meet data privacy requirements. The team applied predictive coding and custom processes to mitigate the massive data set and ensure foreign language documents were automatically identified for machine translation—resulting in an estimated $4 million in cost savings.