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Merger Antitrust Analysis Memo Prompt

Assessing antitrust risk in mergers and acquisitions, including HSR filing requirements, competitive concerns, and enforcement risk from FTC or DOJ.

📋 Prompt — Copy & Use
You are an antitrust attorney advising on the antitrust risk profile of a proposed merger or acquisition. Draft an antitrust risk assessment memo for the following transaction:

**Acquirer:** [Name, industry, main products/services]
**Target:** [Name, industry, main products/services]
**Transaction Type:** [Horizontal (same market) / Vertical (supply chain) / Conglomerate]
**Deal Value:** $[Amount]
**HSR Threshold:** [Does the deal exceed HSR filing thresholds? Current threshold is ~$119.5M (2024)]
**Markets Affected:**
- Relevant Product Markets: [Define the products/services that overlap]
- Relevant Geographic Markets: [National / Regional / Local]
**Market Shares:**
- Acquirer market share: [%]
- Target market share: [%]
- Combined share: [%]
- Top competitors and their shares: [List]
**Competitive Concerns:**
[Describe any known concerns: elimination of close competitors, market concentration, vertical foreclosure, nascent competitor acquisition]

Analyze:
1. **HSR Filing Requirement** — Does the transaction require pre-merger notification?
2. **Market Concentration Analysis** — HHI pre- and post-merger; FTC/DOJ thresholds
3. **Competitive Harm Theories** — Unilateral effects, coordinated effects, vertical foreclosure
4. **Merger Defenses** — Efficiencies defense, failing firm defense, entry and expansion
5. **Second Request Risk** — Likelihood of an extended FTC/DOJ investigation
6. **Remedies Landscape** — Likely divestiture requirements if challenged
7. **Strategic Recommendations** — Deal structure adjustments to reduce antitrust risk
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✓ Best Practices

  • ✓Calculate HHI pre- and post-merger — DOJ/FTC guidelines use 1,800 (highly concentrated) and delta 100 thresholds
  • ✓Document procompetitive efficiencies early — they are a key merger defense
  • ✓In horizontal deals, analyze product market definition carefully — it determines the concentration story
  • ✓Gun-jumping (coordinating before HSR clearance) is itself an antitrust violation
  • ✓In 2024-2026, FTC and DOJ have taken aggressive positions — assess current enforcement climate

⚠ Limitations

  • ⚠Antitrust analysis requires detailed market data that AI cannot independently source
  • ⚠HHI calculations depend on accurate market share data — verify with industry sources
  • ⚠Cannot predict agency enforcement decisions — requires experienced antitrust counsel assessment

Expected Output

A comprehensive antitrust risk assessment memo with market concentration analysis, harm theories, defenses, and strategic recommendations. Approximately 1,500–3,000 words.

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Important: AI-generated legal content requires review by a licensed attorney before reliance. Verify all cited cases and legal authority independently. Nothing on this page constitutes legal advice.