On August 26, 2026, the Antitrust Division of the Department of Justice announced a proposed settlement with KKR & Co., one of the world’s largest private equity firms, to resolve allegations that it had repeatedly violated the Hart-Scott-Rodino (HSR) Act. The DOJ had filed its complaint in January 2025, accusing KKR of ignoring its merger notification requirements by submitting deficient HSR notification forms for at least 16 transactions over the course of 2021 and 2022. The penalty amount of $250 million is the largest civil penalty ever assessed for an HSR Act violation.
Pursuant to the HSR Act, transacting parties are required to give advance notice to the federal antitrust agencies – the Federal Trade Commission and the DOJ – of a proposed merger or acquisition if the transaction satisfies certain size criteria, so that the agencies can conduct an antitrust review before closing. To assist with this review, the HSR Rules require, among other items, that the parties’ filings include certain transaction-related documents that discuss competitive aspects of the transaction or related post-merger planning.
According to the DOJ’s complaint, KKR’s deficiencies included (i) omitting responsive documents from its HSR filings, (ii) altering documents included in the HSR filings prior to submission (and specifically for submission), and (iii) failing entirely to notify federal antitrust enforcers of at least two reportable transactions prior to closing. These failures were evident from, among other evidence, emails directing that documents be withheld from review by KKR’s own antitrust counsel or revised “for HSR purposes.” Thus, KKR’s actions impeded the federal antitrust agencies’ ability to fully evaluate the competitive effects of KKR’s transactions prior to consummation.
In its competitive impact statement, the DOJ noted that such recurrent deficiencies were indicative of systemic noncompliance with the HSR Act, and that as a major investment firm with decades of experience with HSR filings, KKR knew of its compliance obligations. The DOJ also explained that the historic $250 million penalty is actually lower than the maximum amount permitted under the HSR Act and was adjusted downward from the maximum because KKR was willing to settle and had already implemented a new, more robust HSR compliance program intended to mitigate the risk of future violations. Meanwhile, KKR disputed the DOJ’s claims and stated that they agreed to settle only to avoid the distraction associated with continuing the litigation.
Another Recent Antitrust Agency Action for HSR Violation
The DOJ’s settlement with KKR follows closely on the heels of a recent FTC settlement with Edwards Lifesciences Corp. and Genesis MedTech Group Limited involving an alleged failure to comply with the notification and waiting period requirements of the HSR Act.
According to the FTC’s complaint, in early 2024, Edwards began negotiating to acquire JC Medical, Inc., a Genesis subsidiary. At the same time, unbeknownst to Genesis and JC Medical, Edwards was negotiating to acquire JenaValve Technologies, Inc., a JC Medical competitor, in a separate HSR reportable transaction. Because JC Medical and JenaValve were the only two companies conducting clinical trials for a specific transcatheter heart valve product, Edwards was concerned that an HSR filing for JC Medical would attract additional FTC scrutiny and significantly delay both transactions.
Documents and testimony showed that Edwards wanted to avoid an HSR filing for the acquisition of JC Medical. To achieve this objective, the defendants structured the transaction as two separate payments: one payment of $115 million (below the then-HSR filing threshold of $119.5 million) for the voting securities of JC Medical, and a contemporaneous investment of an additional $25 million. According to the FTC, a sufficient part of this extra payment constituted additional consideration for JC Medical, which resulted in an acquisition price above the HSR threshold. However, Edwards and Genesis consummated the JC Medical acquisition without filing HSR and observing the statutory waiting period.
Under the terms of the settlement, Edwards and Genesis agreed to pay penalties of $10 million and $2 million, respectively. In addition to the monetary penalties, Edwards agreed that it would not acquire any similar businesses without providing advance written notice to the FTC and that it would implement an antitrust compliance program.
Key Takeaways
These cases demonstrate that despite recent upheaval in leadership at both the FTC and DOJ, it is clear that the current administration still takes compliance with HSR reporting obligations very seriously.
They also make clear that it is important for transacting parties to conduct a robust document collection process for HSR filings and to properly educate deal team members on HSR document collection obligations, including from whom documents must be collected and what types of documents are responsive.
Transacting parties also need to exercise caution when a particular deal structure results in no HSR filing requirement. Though parties have no obligation to make a transaction reportable, they cannot disguise what should be a reportable transaction as a non-reportable one. There should be legitimate reasons, unrelated to HSR, for structuring a deal in a manner that does not trigger a filing obligation. Experienced antitrust counsel can guide parties through these issues.