Contact: (916) 210-6000, agpressoffice@doj.ca.gov

OAKLAND — Leading a coalition of five attorneys general, California Attorney General Rob Bonta submitted a comment letter in response to a Request for Information by the Federal Trade Commission (FTC) and the U.S. Department of Justice (U.S. DOJ), which seeks public input on how to improve the federal government’s review of major mergers before they are completed. A February 2026 ruling by the U.S. District Court for the Eastern District of Texas struck down revised merger reporting requirements, and the U.S. Court of Appeals for the Fifth Circuit later declined to pause that decision, leaving the earlier outdated reporting framework in place. In the comment letter, the coalition supports expanding the Hart-Scott-Rodino (HSR) notice and submission requirements — the federal process for notifying the FTC and U.S. DOJ about large mergers before they close.

“State attorneys general have proudly challenged harmful mergers in court, and we will continue doing our part to protect consumers. But strong federal oversight is also essential,” said Attorney General Bonta. “Federal notice and disclosure requirements help regulators identify potentially anticompetitive deals before they are completed, when action is most effective. We urge the FTC and U.S. DOJ to strengthen these tools and better protect competition in healthcare, housing, and other essential sectors of the economy. These mergers can lead to higher costs, lower quality, and fewer choices for consumers.” 

In the comment letter, the attorneys general underscore that:

• Some investments are labeled as “passive,” meaning investors may qualify for an exemption from certain federal reporting requirements if they claim they are not involved in managing or influencing the company. But in practice, these investments can still give investors meaningful influence over business decisions, so the attorneys general urge the agencies to narrow this exemption and ensure it only applies when investors truly do not exercise influence or control.
• Serial acquisitions, where companies grow through a series of smaller transactions instead of one large merger, can sometimes avoid the same level of federal review because each individual deal may fall below reporting thresholds. Sometimes these step-by-step acquisitions are intended to hire the employees of the targeted companies (“acquihires”) and gain a competitive advantage by gathering up talent. The attorneys general call for stronger disclosure of past acquisitions so regulators can better understand the full pattern of consolidation and its impact on competition.
• Current exemptions for real estate investment trusts (REITs) were originally designed to reduce reporting requirements for certain real estate transactions that were not viewed as raising major antitrust concerns. But, as REITs play a growing role in healthcare and residential real estate ownership, the attorneys general recommend eliminating this exemption so that deals involving REITs are fully disclosed and reviewed for their potential competitive impact. 

Joining Attorney General Bonta in submitting the comment letter are the attorneys general of Connecticut, Rhode Island, Washington, and the District of Columbia.