The HSR Early-Warning System: How Filing Surges Amplify Cyber and eDiscovery Bottlenecks

Editor’s Note: Watch the HSR calendar and you’ll often see deal pressure building before it shows up in earnings calls or market commentary. The late-2025 run-up in Hart-Scott-Rodino filings—and January 2026’s still-solid count—signals more than “steady volume.” It signals a pipeline about to compress timelines, stack diligence workstreams, and push integration decisions earlier than most teams prefer.

For cybersecurity, data privacy, regulatory compliance, and eDiscovery leaders, that compression is where value gets protected—or quietly lost. When queues lengthen and review windows tighten, cyber diligence has to validate identity, cloud posture, third-party exposure, and incident history at speed, while governance teams are asked to map sensitive data and retention realities in near real time. And if scrutiny escalates into a Second Request, organizations effectively face a compulsory, large-scale eDiscovery event on the agencies’ timeline—right as integration teams are already operating at capacity.

This piece connects the filing pattern to practical readiness: why elevated months matter downstream, how regulatory timelines can turn “deal risk” into operational bottlenecks, and what standing capabilities help teams absorb the next surge without sacrificing security, compliance, or execution discipline.

Industry News – Antitrust Beat

The HSR Early-Warning System: How Filing Surges Amplify Cyber and eDiscovery Bottlenecks

ComplexDiscovery Staff

If you want a quick way to spot when M&A work is about to get painful, don’t start with headlines—start with the filing calendar. When HSR volume bunches up, diligence queues lengthen, integration windows compress, and the difference between a “routine” close and a value-eroding scramble often comes down to whether teams were already ready before the surge hit.

That’s why January 2026’s 180 HSR transactions are more interesting than they look at first glance. On its face, the volume is essentially unchanged from January 2025’s 178, implying a steady year-over-year baseline. But the real story is the shape of the last twelve months. The FTC’s monthly series shows an abrupt spike in February 2025 (230) followed by a sharp drop to March 2025 (89), then a steady rebuild through spring and early summer—before the tempo shifts materially in the back half of the year. From August 2025 (203) through December 2025 (232), filings stay consistently elevated, with December marking the peak of activity in the year. The move from December 2025 (232) down to January 2026 (180) reads like a seasonal reset, not a collapse—especially because the FTC notes these monthly figures are preliminary, with final totals later reflected in the HSR Annual Report.

It is worth noting that the February 2025 spike may also reflect timing dynamics around the new HSR form requirements that became effective February 10, 2025, as filers adjusted to new preparation demands. That context suggests the March trough may have been at least partly a correction rather than a pure demand signal, and that the sustained back-half elevation is the more reliable indicator of underlying deal appetite. Separately, the FTC posts a rolling window of recent months on its program page, so readers may see a different span of months over time and may not find the full series referenced here if older months have rotated off the public table.

Put differently, the hook isn’t “January was flat.” The hook is that the market spent much of 2025 demonstrating how quickly it can pivot from sparse to crowded—and then ending the year in a way that builds a pipeline whose execution pressure will land in the weeks and months that follow, precisely when operational risk is naturally highest.

When the filing pipeline thickens, the hardest problems don’t show up as abstract “deal risk”; they show up as concrete bottlenecks. Cyber diligence gets forced to answer big questions on short timelines—identity architecture, cloud posture, third-party exposure, and incident history—while Day 0 access and connectivity decisions are made at speed, sometimes before monitoring, segmentation, and logging are fully harmonized.

Governance gaps become deal friction when nobody can quickly map where sensitive data lives, what’s retained, and what can be shared safely during diligence. And eDiscovery readiness stops being a “later” concern because more transactions, tighter cycles, and heavier collaboration footprints increase the odds of expedited preservation and production demands that land right when integration teams are already stretched.

The pressure intensifies further when deals draw agency scrutiny beyond the initial waiting period. When the FTC or DOJ issues a Second Request, it triggers what is effectively a large-scale, compulsory eDiscovery exercise—broad document preservation, custodian identification, collection across multiple data sources, and production on the agencies’ timeline. For organizations already managing integration workstreams, a Second Request layers substantial discovery obligations on top of an already compressed operational calendar. And elevated filing volume matters here because more deals in the pipeline means the agencies are reviewing more transactions with finite staff—higher filing volume can strain review capacity, which may influence the pace of scrutiny. Information governance readiness—knowing where your custodians are, where responsive data lives, and how quickly you can scope and produce—becomes a material factor in whether a Second Request is manageable or whether it becomes the bottleneck that delays close and erodes deal value.

The broader economic context helps explain why this pattern can persist. The U.S. Bureau of Economic Analysis (BEA) updated estimate for Q3 2025, released January 22, 2026, reported real GDP growth of 4.4% (seasonally adjusted annual rate), revised upward from the initial 4.3% estimate published in December. That pace was faster than Q2’s 3.8%, with growth supported by consumer spending, exports, government spending, and investment—conditions that can keep strategic dealmaking viable even as cost pressures remain salient. The combination is a familiar one in practice: steady appetite, uneven cadence, and bursts of activity that reward organizations that treat readiness as a standing capability rather than a project triggered at signing.

And that brings the story back to the filing calendar. HSR volume isn’t just a measure of how many deals are happening—it’s an early-warning system for when the deal machine is about to run hot. HSR filings are pre-close notifications, not closings themselves, so elevated filing months signal execution pressure that will arrive weeks or months downstream as deals move through review, receive clearance, and enter integration. The late-2025 run-up and the still-solid January level suggest that the next wave won’t announce itself politely; it will arrive as another compression of time and attention. The teams that fare best will be the ones who see the surge forming in the numbers and build their capacity before the queue starts—because once the calendar fills, you don’t get to choose whether the work gets harder. You only get to choose whether you’re ready when it does.

Analysis reflects HSR filing data through January 2026 and industry observations. For current HSR statistics and regulatory guidance, consult FTC publications and qualified counsel.

News Sources

• Premerger Notification Program | Federal Trade Commission (ftc.gov)
• Gross Domestic Product, 3rd Quarter 2025 (Updated Estimate), GDP by Industry, and Corporate Profits (Revised) | U.S. Bureau of Economic Analysis (BEA)

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

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