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Mergers and Acquisitions (Hart-Scott-Rodino Act)

The Hart–Scott–Rodino Antitrust Improvements Act of 1976 (better known as HSR) mandates that some mergers and acquisitions (M&A) be reviewed by the Department of Justice (DoJ) and the Federal Trade Commission (FTC) proceeding. As part of this process, MIBP conducts the Department of Defense's M&A analyses and facilitates regulator reviews to protect the Department's interests.

The Department of Defense (DoD) generally opposes mergers that overly reduce or eliminate competition, limit innovation, raise credible threats to national security, and are not in the Department's best interests. These may include:

  • National security; competition; and innovation
  • Global technological leadership
  • Health and stewardship of industry

MIBP conducts the Department's M&A review and recommends the Department position for Acquisition and Sustainment (A&S), and where warranted, coordinates antitrust reviews.

FAST FACTS:

  • DoD began reviewing mergers in 1994 and currently addresses ~300* defense-related transactions per year.
  • Hart-Scott Rodino (HSR) Act requires parties to file with antitrust agencies for transactions over $78.2M (CY2016).
  • Department jointly reviews with DoJ or FTC, but agencies own the process decisions
  • DoD looks at competitive efforts, impact on current and future markets & programs, organizational conflicts of interest, and costs and savings.

CONTACT:
Jonathan Wright, Acting Program Director