A Faster Lane at the DOJ: What Expedited Merger Review Means for Deal Timelines

On July 23, the Justice Department's Antitrust Division announced it is returning to a targeted approach for its deepest merger investigations, paired with a new model timing agreement that includes a voluntary expedited track. For buyers and sellers in transactions large enough to draw government review, the change could compress a phase of the deal that routinely takes six months or more. It also asks parties to accept structured commitments in exchange for that speed.

How Merger Review Actually Works

Most private company sales in the middle market never interact with antitrust regulators at all. Under the Hart-Scott-Rodino Act, commonly called HSR, parties must notify the Federal Trade Commission and the Justice Department before closing a transaction valued above a statutory threshold, currently $133.9 million for 2026. Once the filing is made, the parties observe a waiting period, generally 30 days, before they are free to close.

For the overwhelming majority of reportable deals, that is the whole story. The waiting period expires quietly and the transaction proceeds. The exception is the Second Request, a formal demand for additional information that one of the agencies issues when it has competitive concerns it could not resolve within the initial window. A Second Request extends the waiting period until 30 days after both parties have substantially complied, and compliance is no small thing. It typically means producing documents and data from many custodians across the business, written narrative responses, and detailed market information. The process routinely takes several months and generates legal and consulting costs in the millions of dollars.

That is why deal lawyers treat the Second Request as the event that defines a regulated deal's calendar. The purchase agreement's outside date, the financing commitments, employee retention planning, and customer communications all hang on how long the review runs.

What Changed on July 23

The Antitrust Division announced that it has resumed targeted Second Request investigations, a practice it used in past administrations, and published a new model timing agreement to implement them. A timing agreement is a negotiated contract between the merging parties and the government: the parties agree not to close before certain dates and to follow an agreed schedule for producing information, and in return the agency commits to a more predictable review sequence.

The new model agreement adds a voluntary expedited track with three defining features. First, the parties make what the agreement calls a Priority Production: a focused, certified production of the specific documents, data, and information the Division considers most important to its competitive analysis, rather than everything the full Second Request covers. Second, the Division commits to engagement, with its leadership, known as the Front Office, meeting with the parties within 21 days after the priority materials are delivered. Third, within 14 days after that meeting, the Division tells the parties where things stand: it will close the investigation, narrow the Second Request, or proceed with the full investigation.

Associate Attorney General Stanley Woodward framed the goal as eliminating bureaucratic burdens while preserving the integrity of the investigation, describing a process that allows quicker review of proposed transactions while keeping enforcement intact.

The Fine Print: What Speed Costs

The expedited track is a genuine improvement for deals with narrow, answerable competitive questions. It is not a shortcut around enforcement, and three details matter before anyone builds a deal calendar on it.

The first is that the fast lane can merge back into the slow one. If the Division reviews the priority materials and decides to continue its investigation, the model agreement requires rolling document productions, executive depositions, and additional custodians. The parties cannot certify compliance until 30 days after completing their document production and 45 days after producing certain databases, and once they do certify, the agreement imposes a further 60-day period before closing. Counsel at several firms have already noted that parties may want to prepare for full compliance in parallel rather than betting the timeline on an early exit.

The second is that this is a DOJ process, not a government-wide one. Deals are reviewed by either the DOJ or the FTC depending on industry, and the FTC has used similar quick-look approaches case by case without formally adopting an expedited track. Two similar transactions can face different procedural paths depending on which agency takes the file.

The third is that enforcement has not gone dormant. Earlier in July, TransDigm abandoned its proposed acquisition of Stellant Systems after the Division decided to block the deal. A faster process and a willingness to say no are not in tension; the new framework is designed to deliver both.

What This Means If You Are Selling Your Company

If your transaction falls below the HSR threshold, nothing about your closing mechanics changes. The relevance is indirect but real: a more predictable review process at the top of the market supports overall deal activity, and the buyers most likely to face antitrust questions are increasingly the ones writing offers.

Strategic buyers, meaning operating companies rather than financial sponsors, accounted for close to 80 percent of global deal value in the second quarter, the strongest strategic share in years. Strategics are precisely the buyers who compete in your market, and a buyer who overlaps with your business is the scenario in which antitrust review becomes a negotiating point. Sellers weighing competing offers should understand each bidder's antitrust profile as part of evaluating price. A higher headline number from a direct competitor may carry months of additional timeline risk that a financial buyer's offer does not.

For owners whose deals will be reportable, the announcement changes how the antitrust provisions of a purchase agreement should be negotiated. Outside dates, the deadlines after which either party can walk away, may deserve a second look where the expedited track could realistically shorten review. Efforts covenants, which define how hard the buyer must fight for approval, and reverse termination fees, the payment a buyer owes if regulators block the deal, remain the seller's principal protections. None of them become less important because the process moved faster on paper.

What to Watch Next

Two open questions will determine how much this announcement matters in practice. The first is whether the FTC formalizes a matching track; until it does, the procedural gap between the two agencies will influence how parties think about deal risk in FTC-reviewed industries. The second is execution. The model agreement's deadlines bind the government to a schedule, and practitioners will be watching whether early expedited reviews actually close within the promised windows. If they do, expect the track to become a standard feature of merger planning for transactions with manageable overlaps.