DealLawyers.com Blog

Last week, the DOJ’s Antitrust Division announced an update to its merger review process – specifically, that it plans to again implement targeted Second Request investigations – and published a model timing agreement. This Goodwin alert says:

The 2026 model introduces an “Expedited Consideration” fast track that gives parties a formal pathway to resolve or narrow a Second Request investigation without having to fully comply.

Expedited Consideration allows parties to produce focused, targeted documents and data covering what the DOJ identifies as potentially decisive issues and receive a formal response from DOJ leadership within a defined time frame. If the DOJ concludes the deal does not present material antitrust concerns based on that targeted production, it can close the investigation without requiring full compliance with the Second Request. If the DOJ concludes more is needed, it will communicate that to the parties. This is a significant structural change: Expedited Consideration formally establishes, directly in the model agreement, an early off-ramp from the Second Request process.

The alert notes that the DOJ is calling this a “resumption” of a prior approach, but also points out that negotiated quick look investigations in the past were ad hoc and case-by-case without a standardized practice or deadlines.

Expedited Consideration takes that informal practice and makes it a formal, elective option. Parties electing to enter into timing agreements now have a defined right to invoke it, with fixed submission and response deadlines built directly into the model agreement.

We’re posting memos in our “Antitrust” Practice Area.

– Meredith Ervine