HSR Shield runs on a purpose-built model of deal-team communication risk: 13 categories and 40 subcategories of pre-close jeopardy, grounded in actual FTC, DOJ, and European Commission enforcement actions. Most deal-team members aren't attorneys, so when an employee wades into one of these areas, the model names the area of law, explains the exposure, and advises a rewrite or don't send.
CSI moving outside clean-team protocols, overbroad interim covenants, hot-document language headed for the 4(c) file, MNPI discipline before announcement.
Gun-jumping under Clayton Act § 7A, per se Sherman Act § 1 coordination, premature integration, customer steering, preservation obligations, EU standstill duties.
Clean-team data destruction, Second Request certification accuracy, prior-approval provisions, consent-decree conduct terms and monitoring.
Each category resolves into subcategories grounded, where the law provides one, in an actual enforcement matter. The citations define the fact patterns the model recognizes.
Premature beneficial ownership or operational control: consent rights over ordinary course, overbroad interim covenants, warehousing structures, early consummation.
Per se coordination between still-independent competitors: pricing, market and customer allocation, bid coordination, output.
Pricing, margins, strategy, bids, and customer data moving outside clean-team channels, with no information-exchange safe harbors left after the 2023 and 2024 withdrawals.
The planning/implementing line: Day-1 design is permissible; data migration, imposed policies, combined purchasing, and pre-close reporting lines are not.
Pre-close price announcements, customer steering, joint sales calls, combined-buyer leverage.
No-poach and non-solicit agreements between merging parties, wage information exchange, and retention coordination. This is criminal exposure territory.
"Kill the competitor" and price-increase language, plus the February 2025 HSR document-scope traps: ordinary-course plans, the SDTL custodian, narrative consistency.
Off-channel and disappearing-message use, litigation-hold discipline across every custodian class including bankers, PR, HR, and the board.
Omitted 4(c)/Competition Documents, underscoped custodian searches, investment-only exemption misuse, premature compliance certification.
Overlapping board and officer service, PE designee and observer arrangements, de minimis threshold tests.
Deal-rationale statements that create antitrust overlap, MNPI and insider-trading discipline, Regulation FD selective disclosure.
EU standstill (Art. 7(1)) and notification (Art. 4(1)) exposure independent of U.S. clearance, including informal hold-separates.
The post-close tail: FTC prior-approval and prior-notice provisions, decree conduct terms, training mandates, monitor access.
Every risk area is scored on a 5-point scale calibrated to enforcement posture. A per se criminal pattern draws a different intervention than a gray-area diligence request, and ordinary deal work is left alone.
Per se / criminal exposure. Price fixing, market allocation, no-poach, obstruction, insider trading.
Classic gun-jumping / serious civil exposure. The XCL, Altice, and Qualcomm/Flarion fact patterns.
Bad documents / filing accuracy. Hot-document language and conduct that lengthens review and arms the other side's brief.
Caution / gray area. Warrants a counsel check, not a hard stop.
Generally acceptable. Ordinary diligence and counsel-approved planning. The model doesn't cry wolf.
Gun-jumping complaints don't stop at corp dev. The model covers every custodian class the agencies pull, tuned to the industries where merger enforcement concentrates.
Every volatile figure is treated as dated configuration, re-verified against agency publications on each annual adjustment cycle.
One caveat we state before you ask: gun-jumping guidance derives almost entirely from consent decrees, so the model's risk boundaries reflect agency-favorable positions, not litigated law. Its outputs are issue-spotting prompts that educate employees and route close calls to antitrust counsel. They are not legal conclusions, and they are not a substitute for your interim-conduct protocol.
Walk through the taxonomy with our team, alongside your antitrust counsel, against the custodian list for your next transaction.
Request a Demo