Second Requests • Antitrust ​​​​​​• Mergers & Acquisitions • Competition Law

Simplify your M&A eDiscovery Strategy

Merger enforcement litigation is expected to double by 2026 and the FTC and DOJ are continuously evolving merger guidelines to strengthen enforcement and reflect the modern marketplace.

A comprehensive eDiscovery partner to implement best practices, customize legal technology workflows, and strategize for the review phase as early as possible is essential to case teams’ ability to enter reasonable timing agreements.

TransPerfect’s Antitrust Global Advisors: Merger Clearance by the Numbers

eDiscovery for Second Requests

Expedite Second Requests for Mergers and Acquisitions

When issued a second request, global digital forensics experts can quickly be deployed to ensure regulatory compliance requirements are met in every language and jurisdiction.

eDiscovery project managers and consultants actively engage with outside counsel and the DOJ, as needed, to determine the parameters and protocols for the use of predictive coding in the review workflow, as well as for ultimate production specifications.

Effective ECA tools are crucial to controlling big data processing and meeting stringent deadlines. Digital Reef culls large, unstructured data sets and removes non-responsive data before it makes it into the review stage.

In today’s ‘big data’ environment, the greatest obstacle to an efficient and streamlined merger clearance proceeding is the sheer volume of electronic documents that modern businesses generate. Fortunately, TransPerfect can implement sophisticated AI and data analytics tools are available to extract insights and satisfy disclosure obligations in a timely and affordable manner.

Did you know that TAR regularly reduces the volume of documents requiring manual, human review by over 40%?

By deploying technology-assisted review in your merger clearance proceeding, you can expedite the merger process and significantly reduce costs.

Implement the fastest and most accurate TAR workflows to guide you through pitfalls, considerations, and optimizations.

Our expert consultants will customize TAR 1.0 or 2.0 workflows for each matter in order to ensure your second requests are handled as efficiently and cost-effectively as possible.

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Second Request FAQs

What is a second request?

A second request is a formal demand for additional information issued by government regulatory bodies, such as the Federal Trade Commission (FTC) or the Department of Justice (DOJ), as part of their scrutiny into proposed mergers, acquisitions, or other business transactions that may raise antitrust concerns.

This request signifies that the initial review did not yield sufficient data for the regulatory agency to make an informed decision about the potential anticompetitive effects of the proposed deal. Parties involved in the transaction are obliged to comply with the second request by providing the requested information within a stipulated timeframe, thereby extending the evaluation process for the merger or acquisition.

What information is necessary to include in a second request submission?

Providing accurate, detailed, and complete information in the second request submission is crucial to facilitate the regulatory review process and ensure compliance with antitrust regulations. The following information is typically required in a second request submission:

• Corporate Information: Detailed information about the companies involved in the merger or acquisition, such as corporate structure, key executives, and relevant subsidiaries.
• Financial Data: Comprehensive financial statements, including balance sheets, income statements, cash flow statements, and other relevant financial data for both the acquiring and acquired companies.
• Market Data: Detailed information about the market in which the companies operate, including market shares, industry trends, market competition, and other relevant data that helps assess the potential impact of the transaction on market dynamics.
• Customer Information: Data related to the companies' customers, including customer demographics, purchasing habits, and any other relevant information that helps understand the companies' customer bases and the potential impact of the merger on consumers.
• Competitive Analysis: Detailed analysis of the competitive landscape, including information about competitors, market entry barriers, competitive advantages, and any other relevant data that helps assess the potential competitive implications of the merger.
• Product Information: Information about the products or services offered by the companies, including product specifications, pricing, distribution channels, and any other relevant data that helps understand the companies' offerings and market positioning.
• Proposed Transaction Details: A comprehensive overview of the proposed transaction, including the terms of the merger or acquisition, the rationale behind the transaction, and any other relevant details that provide insights into the companies' strategic objectives and the potential impact of the transaction on the market.

How to initiate a second request for a merger or acquisition?

Initiating a second request for a merger or acquisition involves following specific procedures and protocols. Typically, this process is undertaken in the context of regulatory reviews conducted by antitrust authorities.

As you prepare to initiate a second request for a merger or acquisition, be sure to adhere to regulatory guidelines and communicate with antitrust authorities. Working closely with experienced legal counsel can help navigate this process more effectively.

What are the key steps involved in preparing and submitting a second request?

Preparing and submitting a second request in the context of a merger or acquisition involves several critical steps. Here's an overview of the key steps involved in this process:

1. Understand Regulatory Requirements: Familiarize yourself with the specific regulatory requirements of the antitrust authorities, such as the FTC or DOJ, including the information that needs to be provided and the deadlines for submission.
2. Gather Necessary Information: Collect all the relevant information and documentation required for the second request to provide a comprehensive overview of the proposed transaction and its potential impact on the market.
3. Engage Legal Counsel: Work closely with experienced legal counsel to ensure that all necessary steps are taken to comply with regulatory standards and that the second request submission is thorough and complete.
4. Organize and Analyze Data: Organize and analyze the collected data to present a clear and coherent narrative that effectively communicates the potential competitive implications of the proposed merger or acquisition to the antitrust authorities.
5. Draft the Second Request Submission: Prepare a detailed and comprehensive second request submission that addresses all the specific requirements outlined by the antitrust authorities, providing accurate and complete information about the proposed transaction and its potential impact on market competition.
6. Review and Revise the Submission: Conduct a thorough review of the second request submission to ensure its accuracy and completeness. Make any necessary revisions or updates to the submission to address any potential gaps or inaccuracies.
7. Submit the Second Request: Submit the completed second request to the relevant antitrust authorities within the specified timeframe, ensuring that all required documentation and information are included and that the submission adheres to the regulatory guidelines and requirements.
8. Cooperate with Regulatory Authorities: Maintain open communication and cooperation with the antitrust authorities throughout the review process, responding promptly to any inquiries or requests for additional information that may arise during the second request process.

What is the timeline for responding to a second request from regulatory authorities?

The timeline for responding to a second request from regulatory authorities can vary depending on the complexity of the transaction and the specific requirements outlined by the authorities.

After the initial notification of the second request, there is usually a specified period, typically 30 days, within which the parties involved in the merger or acquisition must respond to the request. In some cases, the parties may request an extension of time to respond to the second request. This extension request must be submitted within the initial response period and is subject to approval by the regulatory authorities.

Following the submission of the second request and all required information, the regulatory authorities typically have a specific period, often 30 to 60 days, to conduct a thorough review of the information provided and make a determination regarding the potential competitive implications of the proposed merger or acquisition. During the review process, the regulatory authorities may request additional information or documentation from the parties, which may require an extension of the timeline for response, depending on the nature and scope of the additional requests.

How to ensure compliance with second request regulations and requirements?

Ensuring compliance with second request regulations and requirements is critical in the context of a merger or acquisition to facilitate a smooth and efficient regulatory review process. To achieve this, it is imperative to thoroughly understand the specific regulations outlined by the relevant authorities, and to work closely with experienced legal counsel specialized in antitrust matters. By gathering and organizing all pertinent information, responding to the second request within the designated timeframe, and maintaining open and transparent communication with the regulatory authorities, companies can demonstrate their commitment to compliance and cooperation. Implementing internal compliance measures and regularly monitoring the progress of the review process further ensures that all parties involved adhere to the necessary regulations and requirements throughout the entirety of the merger or acquisition process.

What are the best practices for handling data and document requests during a second request process?

Effectively managing data and document requests during a second request process necessitates a strategic and compliance-focused approach. Begin by thoroughly understanding the scope of the request to precisely identify the required information. Establish a centralized data management system that is well-organized, facilitating efficient retrieval. Ensure strict compliance with relevant legal and regulatory frameworks, assigning clear responsibilities within the organization for a coordinated response. Maintain open lines of communication with the requesting party, offering regular updates on progress and addressing any potential challenges. Prioritize data security throughout the process and implement quality control measures to guarantee the accuracy and completeness of the provided documents. Adhere to specified deadlines and conduct a legal review before releasing information, redacting sensitive details when necessary. Document the entire process meticulously, and provide training for staff to ensure awareness and adherence to proper procedures. These best practices collectively contribute to a transparent, compliant, and streamlined response to data and document requests during a second request process.

Second Request Case Study

Cutting-Edge eDiscovery & Enhanced Machine Translation Workflow Saves Millions on a Second Request

TransPerfect Legal supported both parties in a billion-dollar acquisition that consolidated two Asia-headquartered global transportation companies. The transaction was subject to a second request before the United States Department of Justice as well as parallel merger review proceedings in the EU, UK, and other jurisdictions.

By leveraging custom TAR workflows and proprietary machine translations, TransPerfect customized an enhanced MT eDiscovery workflow in close coordination with the DOJ staff attorneys to satisfy their quality concerns—without the need for cost- and time-prohibitive human translation. The custom solution that TransPerfect designed obtained DOJ approval for after a series of sampling and feedback exchanges with the DOJ team.