Merger Antitrust Issue Spotter

Merger Antitrust Issue Spotter

Purpose

Issue-spot the antitrust dimensions of a contemplated or signed transaction and organize the facts counsel needs: horizontal-overlap and vertical-relationship matrices built from user-supplied market facts, potential/nascent-competition and adjacent-overlap flags (data, IP, labor markets, innovation pipelines), a per-regime filing-question list, a diligence request list, and pre-closing integration guardrails. All of it is draft legal work product for attorney review — market definition, reportability, and competitive effects remain attorney determinations, and the skill never defines a market or predicts clearance.

Use When

• A deal team has an LOI or term sheet with a competitor, supplier, customer, or adjacent player, and counsel needs the antitrust issues mapped before signing.
• Diligence has begun and the overlaps — horizontal, vertical, potential-competition, data/IP/labor — need to be organized from the deal documents into matrices.
• The board or deal lead asks in which jurisdictions the transaction might need to be filed, and counsel needs the questions framed per regime (HSR, EU EUMR, UK CMA, China SAMR, Brazil CADE, others).
• Counsel needs a diligence request list targeted at the antitrust workstream — customer lists, win/loss data, internal share estimates, deal-rationale documents.
• The parties are starting pre-closing integration planning, and the issue-spotter needs to feed the gun-jumping and information-sharing reviews.
• A minority investment or JV raises partial-ownership and governance questions alongside a competitive overlap.

Required Inputs

• Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the parties sell, source, or employ. Use [verify jurisdiction] if unknown. Note that the antitrust analysis follows the markets, not the parties' headquarters.
• Transaction structure — asset / stock / statutory merger / joint venture / minority investment; consideration mix; ultimate parents on each side; sister entities and bolt-ons; any concurrent transactions with related counterparties. Mark unknowns unknown/not found/not provided/ambiguous.
• Parties and competitive posture — acquirer, target, and each entity's role on each product market: horizontal competitor, vertical supplier/customer, potential competitor, nascent competitor, or none. Include any prior or contemplated competitor relationship (collaborations, JVs, licensing).
• Product and geographic markets — the user's preliminary view of each product line in scope, the geographic footprint of each, and customer-substitution evidence the user has. Market definition itself is for the attorney; the skill organizes the facts.
• Market structure facts (if supplied) — user-supplied shares, HHI, entry conditions, customer concentration, switching costs, capacity. Never invented; never computed from incomplete data.
• Adjacent overlaps — data assets, IP portfolios, labor-market overlap (especially specialized roles), and innovation pipelines.
• Pre-closing conduct to date — competitively sensitive information shared, integration-planning meetings held, clean-team scope, pricing or commercial decisions touched by both sides, customer/supplier communications.
• Procedural posture and timing — signing status, HSR filing status, non-US filing status (EU, UK, China, Brazil, others as applicable), second-request / phase II status, target closing date. All dates [deadline verification required].
• Documents reviewed and source anchors — purchase agreement, deal-team emails, board materials, integration plans, CIM/teaser, HSR drafts, customer/supplier lists. Every extracted fact cites the document and page/section.