Navigating the New HSR Frontier: How Cimplifi Empowers Legal Teams Amid Regulatory Change

Sweeping updates to the Hart-Scott-Rodino (HSR) premerger notification rules took effect in February 2025, ushering in a new era of complexity for legal teams supporting merger activity. For firms and corporations navigating antitrust scrutiny, the regulatory bar has been raised—and so has the need for precision, agility, and smart technology.

At Cimplifi, we don’t just keep pace with regulatory change—we help our clients stay ahead of it. The new HSR mandates signal a clear shift: more data, more transparency, and more documentation around deal rationale, competition strategy, and internal analysis.

What’s New Under the 2025 HSR Rules?

Here’s what legal and deal teams need to know:

1. More Document Types Required
   Drafts, notes, and informal materials shared with decision-makers (e.g., board, C-suite) must be submitted—even if never finalized.
2. Deeper Insight into Deal Rationale and Strategy
   Internal documents explaining why the deal is happening, how it fits into business strategy, and potential competitive impact are now central to review.
3. Broader Scope of Item 4(c) and 4(d) Materials
   These categories now capture a wider array of internal emails, analyses, and presentations related to market dynamics and the transaction.
4. Expansion to Subsidiaries and Business Units
   Relevant materials from subsidiaries, business units, and individual contributors involved in the deal are now within scope.
5. Deal Team Communications in Focus
   Informal communications among those managing the deal—emails, chats, and working docs—are now subject to disclosure.
6. Increased Scrutiny of AI and Algorithms
   If AI tools or pricing algorithms influence how companies compete, expect to disclose documentation about their use and underlying data.
7. Greater Detail on Ownership and Investors
   Acquirers must provide more information about their governance structure and minority investors, especially for private equity.
8. Longer Prep Time and Higher Risk of Second Requests
   With a broader production scope, companies should prepare for longer lead times and a higher likelihood of regulatory follow-up.

What This Means for Second Request Document Review

These expanded requirements reshape the Second Request process in significant ways:

• Larger Data Sets and More Custodians
  Legal teams must now collect from a wider net—deal teams, business leads, consultants—dramatically increasing data volumes.
• More Complex and Informal Content
  Drafts, chats, and early-stage materials (PowerPoints, Slack messages, unsent emails) must be found, reviewed, and produced—often from nontraditional sources.
• Detailed Analysis of Competitive Strategy
  Materials discussing market impact or pricing models require careful, expert review. It’s no longer just about keywords—it’s about context.
• AI Adds a Technical Layer
  If algorithms or AI play a role in competition, reviewers must analyze how they function and how they’re used—adding a layer of technical documentation to the review.
• Regulators Expect Context, Not Just Content
  Intent matters. That raises the bar for privilege review, consistency in redactions, and understanding the “why” behind internal communications.
• Pre-Review Organization Is Essential
  Early case assessment, deduplication, and filtering are no longer optional—they’re critical to managing cost, time, and risk.
• Increased Risk of Delays
  Incomplete or inconsistent productions can trigger delays, supplemental requests, or extended scrutiny from the FTC.

How Cimplifi Helps

At Cimplifi, we turn regulatory complexity into strategic advantage. Our approach combines:

• Targeted searches and dynamic early case assessment
• AI-powered workflows for faster, smarter review
• Strategic QC and expert analysis to ensure accuracy and compliance
• Forensically sound collections and defensible methodologies

Whether you’re preparing for a strategic acquisition or responding to a Second Request, we deploy tailored playbooks backed by automation, analytics, and seasoned antitrust support. We prioritize the right custodians, isolate critical content quickly, and implement defensible workflows to meet regulator expectations and reduce downstream risk—keeping you on time, on track, and on budget.

And with flexible, fixed fee pricing models, we deliver predictable results without surprises, even in high-volume, high-pressure matters.

Beyond Compliance—Toward Confidence

Our approach isn’t one-size-fits-all. Every HSR matter brings its own nuance, and this isn’t just about meeting a regulatory threshold. It’s about empowering legal teams with a defensible strategy, a clear workflow, and the confidence to move deals forward.

As the future of antitrust review becomes more technical and data-driven, Cimplifi is the partner our clients trust to help them navigate what’s next—with clarity, speed, and confidence.

Ready to simplify HSR compliance? Let Cimplifi be your edge.

From smarter document review to seamless Second Request support, we empower legal teams to navigate the new regulatory landscape with confidence and clarity.

Reach out to learn how we can help you stay ahead—before the FTC knocks.