UNITED STATES OF AMERICA 

Federal Trade Commission 

WASHINGTON, D.C. 20580 

Office of the Chair 

Statement of Chair Lina M. Khan 

Joined by Commissioner Rebecca Kelly Slaughter and 

Commissioner Alvaro M. Bedoya 

Regarding the FY2022 HSR Annual Report to Congress 

Commission File No. P110014 

December 21, 2023 

The Commission recently submitted to Congress an annual report on the Federal Trade 

Commission and Department of Justice’s administration of the Hart-Scott-Rodino Act (“HSR

Act”). We thank the staff of the FTC’s Premerger Notification Office and the DOJ’s Antitrust 

Division, who prepared the report and led the charge in tackling the record number of merger 

filings the agencies received. 

The Fiscal Year 2022 HSR Annual Report reflects the challenges the agencies continue 

to face in effectively reviewing mergers in the modern economy. This is not a question of 

paperwork; mergers affect the everyday lives of all Americans. In thousands of comments from 

market participants spanning farmers, nurses, musicians, physicians, engineers, pharmacists and 

others, the antitrust agencies have heard directly from Americans across the country about how 

consolidation affects—and all too often harms—their daily lives. 

Against this backdrop, the agencies remain committed to faithfully enforcing the antitrust 

laws. In fiscal year 2022, the FTC and DOJ together filed 50 merger enforcement actions. This 

represents the highest level of enforcement activity in over 20 years.1 The 24 merger 

enforcement challenges the Commission brought in fiscal year 2022 are the second-highest in the 

last ten years.2 These enforcement actions preserved competition in numerous sectors of the 

economy, including consumer goods and services, pharmaceuticals, healthcare, high tech and 

industrial goods, and energy. The number of litigation complaints and abandonments has 

likewise increased over years past. The Commission filed six litigation complaints in fiscal year 

2022, a near doubling of the prior ten-year average of 3.2 complaints per year. The seven 

abandonments in fiscal year 2022 are similarly higher than the ten-year average of 5.4 

transactions. 

In recent years, there has been unprecedented growth in the scale, volume, and 

complexity of mergers. Since the HSR Act was passed in 1976, deal volume has soared.3 Firms 

1 In 2001, the FTC and DOJ brought 55 merger enforcement actions in total. 

2 In 2020, the Commission brought 28 enforcement challenges. The Commission has generally averaged about 22 

merger enforcement challenges per year over the prior ten years. 3 While the 1976 House Report for the HSR Act estimated that the statute would “requir[e] advance notice” for

approximately “the largest 150 mergers annually[,]” the agencies today often receive more than 150 filings each 

month. See Statement of Chair Lina M. Khan Joined by Comm’r Rebecca Kelly Slaughter and Comm’r Alvaro M.

Bedoya Regarding Proposed Amendments to the Proposed Amendments to the Premerger Notification Form and the 

Hart-Scott-Rodino Rules (Jun. 27, 2023), https://www.ftc.gov/system/files/ftc gov/pdf/statement of chair khan 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

have been proposing transactions at a rapid pace, with the number of reported transactions more 

than doubling over just the last decade.4 The number of transactions reported in the last two 

years alone represent the highest announced transaction volumes for U.S. firms in over 20 years. 5 

The 3,152 transactions reported in fiscal year 2022 remain more than 62% above the prior tenyear average. 

Transactions have also grown increasingly complex, in both deal structure and potential 

competitive impact. Investment vehicles have changed, alongside major transformations in how 

firms compete in today’s economy.

6 The size of mergers has likewise substantially grown. The 

number of HSR filings with transactions exceeding one billion dollars has more than tripled over 

the last decade and is over seven times greater than levels from 20 years ago.7 And very large 

deals account for an increasing amount of the agencies’ investigational resources. Over the past 

20 years, billion-dollar deals have gone from accounting for under a quarter (24.5%) to well over 

half (55.3%) of the agencies’ Second Requests.

We are deeply grateful for funding increases Congress has provided to the FTC over the 

past two fiscal years and proposed in the fiscal year 2023 spending bills. However, even with 

these increases, fully resourcing the FTC’s competition mission—especially merger review—has 

been a challenge. For instance, our headcount remains well below what is needed to meet the 

volume of proposed deals. Over the past ten years, the absolute number of HSR filings has nearly 

doubled, but the number of employees we have in our Bureau of Competition has stayed almost 

flat. FTC staff work tirelessly to meet the enormous demand of enforcing the laws against 

unlawful mergers, but the Commission has been forced to make difficult triage decisions and 

forego meritorious investigations. Additional resources would better equip the Commission to 

fully pursue its mandate and protect the public from unlawful mergers.

8 

The stakes here are real for the American people. We have heard from a wide breadth of 

people about how consolidation directly threatens their ability to live stable and secure lives. An 

organization representing more than 200,000 nurses told us that hospital consolidation had 

reduced options for employees, and that the resulting “threat of being blacklisted from further

hiring in a system that controls many of the hospitals in the area makes workers afraid to file 

joined by commrs slaughter and bedoya on the hsr form and rules - final 130p 1.pdf (quoting H.R. REP. No. 

1373, 94th Cong., 2d Sess., at 11 (1976)). 

4 3,152 transactions were reported under the HSR Act in fiscal year 2022, while 1,326 transactions were reported in 

fiscal year 2013. 

5 The agencies previously saw a record number of HSR merger transactions reported between 1996 (3,087), 1997 

(3,702), 1998 (4,728), 1999 (4,642), and a record high in 2000 (4,926). 

6 See Statement of Chair Lina M. Khan Joined by Comm’r Rebecca Kelly Slaughter and Comm’r Alvaro Bedoya in 

the Matter of EQT Corporation (Aug. 16, 2023), 

https://www.ftc.gov/system/files/ftc gov/pdf/2210212eqtqepkhanstatement.pdf. 7 In fiscal year 2002, 85 transactions exceeded one billion dollars; in fiscal year 2012, 156 transactions exceeded one 

billion dollars; and in fiscal year 2022, 611 transactions exceeded on billion dollars. 8 Congress created private treble damages actions under the Clayton Act to ease the burden on government 

enforcers, including by deterring anticompetitive mergers before they leave the boardroom. See California v. Am. 

Stores Co., 495 U.S. 271, 284 (1990) (“Private enforcement of [Section 7] was in no sense an afterthought; it was an

integral part of the congressional plan for protecting competition.”). However, the antitrust plaintiffs’ bar brings 

comparatively few private Section 7 cases. See Kevin Hahm et al, Recent Private Merger Challenges: Anomaly or 

Harbinger?, ANTITRUST, Sum. 2021, at 91 (running table identifying only 89 private merger challenges from 2000-

2023). 

2 
 

 

 

 

 

 

 

 

 

complaints, organize their workplace, or leave before the end of a contract.”9 A healthcare 

startup told us that healthcare mergers have made it extremely difficult for patients living in rural 

areas to access critical services for mental health.10 A writer explained to us that mergers across 

Hollywood have meant that compensation for scripts is a fraction of what it was 15 years ago—

even for writers who produce major hits.11 Farmers explained how decades of consolidation 

across poultry, cattle, and dairy markets has meant that growers and producers make less even as 

12 consumers pay more. 

The FTC will continue endeavoring to faithfully discharge our statutory obligation and 

protect the American public from unlawful mergers. But the HSR Act must be modernized for 

today’s economy. For one, the statutory timelines laid out in the HSR Act have not kept pace 

with the surge in volume and complexity of transactions. The HSR Act gives the agencies 30 

days to determine whether a deal warrants close investigation, and then another 30 days after 

parties certify they have ‘substantially complied’ with the inquiry. These timelines were set in an 

era where lawmakers expected the agencies would receive around 150 merger notifications per 

year—rather than 150 notifications per month, as the agencies now routinely receive.13 

Accordingly, these timelines are challenging in ordinary times given the agencies’ tight 

resources, and the recent deal surge has further underscored their inadequacy. FTC staff are 

routinely at the mercy of merging parties granting extensions of the statutory deadline so that 

staff has the necessary time to review the transaction. But it should not be merging parties that 

get to determine the amount of time FTC staff has to review mergers and do the work required 

by law.14 

The updates that FTC and DOJ have proposed to the HSR Form are similarly overdue.15 

Ensuring that merging parties are furnishing enforcers with information that is probative as to the 

competition implications of transactions will equip our staff to pursue more efficient and 

effective investigations. 

We are grateful to FTC staff for their thorough, diligent work to combat unlawful 

mergers and fulfill our agency’s mandate to promote free and fair competition. 

*** 

9 Nat’l Nurses United, Comment Letter on Fed. Trade Comm’n and Dep’t of Justice Draft Merger Guidelines 2

(Sept. 18, 2023), https://www regulations.gov/comment/FTC-2023-0043-1485. 10 Comment Submitted by Shohini Gupta, Regulations.gov (July 25, 2023), 

https://www.regulations.gov/comment/FTC-2023-0043-0435. 11 Comment Submitted by Jane Lee, Regulations.gov (July 26, 2023), 

https://www.regulations.gov/comment/FTC2023-0043-0477. 12 Comment Submitted by Farm Action, Regulations.gov (Sept. 19, 2023), 

https://www.regulations.gov/comment/FTC-2023-0043-1515. 13 Supra note 3. 14 See Statement of Comm’r Rebecca Kelly Slaughter Jointed by Chair Lina M. Khan and Comm’r Alvaro M.

Bedoya (Feb. 10, 2023), https://www.ftc.gov/legal-library/browse/cases-proceedings/public-statements/statementcommissioner-rebecca-kelly-slaughter-joined-chair-lina-m-khan-commissioner-alvaro-m-bedoya-0. 15 See Statement of Chair Lina M. Khan Joined by Comm’r Rebecca Kelly Slaughter and Comm’r Alvaro M.

Bedoya Regarding Proposed Amendments to the Proposed Amendments to the Premerger Notification Form and the 

Hart-Scott-Rodino Rules (Jun. 27, 2023), https://www.ftc.gov/system/files/ftc gov/pdf/statement of chair khan 

joined by commrs slaughter and bedoya on the hsr form and rules - final 130p 1.pdf. 

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