Editor’s Note: The February 2025 surge in HSR transactions signals an important moment for the M&A landscape, reflecting renewed corporate confidence but also raising critical cybersecurity, governance, and compliance challenges. With February deal volumes up 70% year-over-year, organizations must be prepared to navigate evolving regulatory scrutiny and data security risks. This report explores the economic drivers behind this trend and the essential strategies professionals need to mitigate legal and cybersecurity vulnerabilities in an increasingly high-stakes environment.
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Background Note: The Hart-Scott-Rodino (HSR) Act established the Premerger Notification Program, requiring certain mergers and acquisitions to be reported to the Federal Trade Commission (FTC) and the Department of Justice (DOJ) for antitrust review. This program ensures that transactions meeting specific thresholds are evaluated for their potential impact on competition before they are finalized. The HSR filing process plays a critical role in preserving competitive markets by identifying and addressing potential risks, such as monopolistic practices or reduced consumer choice.
Under the program, companies must submit detailed documentation about the transaction and the parties involved. A waiting period—typically 30 days—follows, allowing regulators to review the deal and determine whether further investigation is needed. This process can impact transaction timelines and requires robust compliance and information governance frameworks to manage the regulatory requirements.
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Riding the M&A Wave: What February’s 230 HSR Transactions Reveal About Economic Trends and Risk Management
ComplexDiscovery Staff
The Deal Surge: What’s Driving the M&A Boom?
Mergers and acquisitions are surging, and February 2025 marked a significant milestone. With 230 transactions reported under the Hart-Scott-Rodino (HSR) Act, the M&A landscape has entered a period of heightened activity not seen in over a year. Compared to 135 transactions in February 2024, this represents a 70% year-over-year increase, underscoring renewed confidence in deal-making despite economic uncertainties. But what’s fueling this momentum?
Economic stability, shifting market dynamics, and strategic consolidation efforts across industries have set the stage for this M&A boom. The deal volume reflects not only a strong appetite for growth but also the pressure businesses face to adapt to evolving technologies, regulatory landscapes, and competitive pressures. With such an uptick in transactions, the implications for cybersecurity, information governance, and eDiscovery professionals are profound—raising critical questions about data security, regulatory compliance, and the increasing role of AI in legal tech.
This report explores the driving forces behind this surge, its connection to broader economic trends, and what professionals in key regulatory and risk-management sectors need to prepare for in the months ahead.
The Economic Climate and Its Influence on M&A
The surge in M&A activity comes amid a period of moderate yet steady economic expansion. The U.S. economy grew at an annualized rate of 2.3% in the fourth quarter of 2024, a slowdown from the 3.1% growth rate in Q3. This deceleration was largely due to declining investment and exports, though consumer and government spending remained strong.
Inflationary pressures persist, with the personal consumption expenditures (PCE) price index rising by 2.4% in Q4, while core inflation (excluding food and energy) edged up 2.7%. This indicates that cost pressures remain a concern, influencing corporate decision-making in M&A transactions. Many businesses are choosing to merge or acquire rather than build from within, as rising costs and supply chain constraints make organic expansion less attractive.
Meanwhile, personal income in January 2025 increased by 0.9%, providing a boost to household financial stability. However, consumer spending dipped by 0.2%, suggesting a more cautious approach to expenditure. The widening U.S. trade deficit, which jumped 34% in January to $131.4 billion, reflects a surge in imports—an indicator of strong domestic demand for goods but also a sign of potential vulnerabilities in the U.S. economy’s reliance on foreign markets.
Against this backdrop, businesses are accelerating M&A strategies, aiming to streamline operations, enhance digital capabilities, and strengthen their market positions before further economic headwinds set in.
Trends Shaping M&A Activity in 2025
The past year has been marked by volatility in deal volume, but the overall trajectory remains upward. February 2025’s 230 transactions represent the second-highest total in the past 12 months, trailing only November 2024’s 233 deals. The steady increase in activity suggests that businesses are seeking to close deals ahead of potential regulatory changes and economic shifts.
Several key factors are driving this trend:
- Tech and AI Integration: Companies are aggressively acquiring firms with cybersecurity and artificial intelligence capabilities, recognizing that data security and automation are now essential components of modern business models.
- Healthcare and Pharma Consolidation: With regulatory shifts and technological advancements in biotech, pharmaceutical mergers are increasing, driven by both innovation and cost-saving incentives.
- Regulatory Uncertainty: With greater scrutiny from the Federal Trade Commission (FTC) and the Department of Justice (DOJ), many companies are pushing deals through now before potential new regulations make approvals more difficult.
- Interest Rate Stability: The Federal Reserve has signaled a hold on rate hikes, allowing businesses to secure financing for acquisitions at more predictable borrowing costs.
While these trends paint a promising picture for M&A activity in the near term, the rapid acceleration of transactions comes with increased risks—particularly in cybersecurity, regulatory compliance, and data management.
Cybersecurity, Information Governance, and eDiscovery: Preparing for the Risks
With more transactions comes greater exposure to cyber threats, regulatory scrutiny, and data integration challenges. Cybersecurity professionals must be prepared for post-merger security risks, as merging companies often integrate systems that were not originally designed to work together, creating vulnerabilities. Cybercriminals frequently target businesses in transition, exploiting security gaps that arise during IT consolidation.
Similarly, information governance is more critical than ever. The volume of data being transferred, retained, or disposed of in an M&A deal is staggering. If not handled properly, companies risk violating privacy laws (such as GDPR and CCPA), financial reporting requirements, and SEC compliance rules. Poor governance can also lead to litigation risks if sensitive data is mismanaged.
For eDiscovery professionals, the challenges are multifaceted. The surge in transactions means an increased need for early case assessments, due diligence, and compliance monitoring. Regulators are also scrutinizing how companies handle electronically stored information (ESI) during transactions, ensuring that critical documents are preserved and accessible in case of audits or litigation.
The solution? Companies must consider adoption of AI-driven legal tech solutions to streamline these processes. AI-powered eDiscovery tools can reduce the time and cost associated with document reviews, enhance compliance monitoring, and improve risk assessments during M&A transactions.
What Lies Ahead? The Road Forward
As we move further into 2025, the M&A boom shows no signs of slowing down—but neither do the regulatory and security challenges that come with it. The dramatic increase in transactions this February suggests that companies are eager to capitalize on economic conditions before potential regulatory shifts alter the playing field.
For cybersecurity, information governance, and eDiscovery professionals, this means one thing: proactivity is key. Organizations must ensure they have comprehensive security audits, airtight governance policies, and AI-enhanced legal tech in place to navigate the complexities of modern transactions.
The risks of ignoring these challenges are too great. Data breaches, compliance failures, and legal disputes can turn a lucrative merger into a costly disaster. The companies that thrive in this environment will be those that not only pursue strategic acquisitions but also manage the security, legal, and governance implications with precision.
The Future Belongs to the Prepared
As we opened this report, we posed the question: What’s driving the M&A boom? The answer is multi-faceted—economic trends, technological advancements, and shifting regulatory landscapes are all playing a role. But as the HSR transaction numbers illustrate, it’s not just about making deals—it’s about making them successfully.
The businesses that will come out ahead in this M&A surge are those that treat cybersecurity, information governance, and eDiscovery as fundamental pillars of their strategy, not afterthoughts. As the market continues to evolve, the question isn’t whether companies will merge—it’s whether they are prepared to handle the risks that come with it.
The future belongs to the prepared. Will your organization be one of them?
Transaction Charts
Taken from the latest published Hart-Scott-Rodino (HSR) Premerger Notification monthly transactions as shared by the Federal Trade Commission (FTC) and augmented by released annual reports, the following transaction charts may be useful for law firms, legal departments, and legal service providers seeking to understand the real-time pulse rate of Hart-Scott-Rodino Act mandated transaction reviews. As these reviews may lead to Second Requests, the charts may also be useful as a baseline for considering provider assertions regarding the depth, breadth, and volume of their Second Request support for this unique type of eDiscovery during specific time frames.
Chart 1: HSR Act Annual Transactions Reported in Fiscal Years 2000 – 2025*/**
HSR Act Merger Transactions Reported - February 2025Chart 2: Monthly HSR Act Transactions Reported in the Fiscal Year 2025 (October-September)*
HSR Act Merger Transactions Reported - FY 2025 - February 2025Chart 3: Monthly HSR Act Transactions Reported in the Fiscal Year 2024 (October-September)*
HSR Act Merger Transactions Reported - FY 2024 - February 2025Chart 4: Monthly HSR Act Transactions Reported in the Fiscal Year 2023 (October-September)**
HSR Act Merger Transactions Reported - FY 2023 - February 2025*Monthly Real-Time Reporting – First Report is October 2019 (Monthly Running Report)
**Based on Annual Reporting as Represented in Final Annual HSR Transaction Reports.
News Sources
- Premerger Notification Program | Federal Trade Commission (ftc.gov)
- Gross Domestic Product, 4th Quarter and Year 2024 (Second Estimate) | U.S. Bureau of Economic Analysis (BEA)
- Personal Income and Outlays, January 2025 | U.S. Bureau of Economic Analysis (BEA)
- U.S. International Trade in Goods and Services, January 2025 | U.S. Bureau of Economic Analysis (BEA)
- M&A in 2025: What January’s HSR Transactions Signal for the Year Ahead (ComplexDiscovery OÜ)
Assisted by GAI and LLM Technologies
Additional Reading
- HSR Act Reporting: A ComplexDiscovery Chronology
- FTC Annual Competition Reports (Hart-Scott-Rodino Act Reports)
Source: ComplexDiscovery OÜ