Citizen Comment on FTC-2026-0298 — Premerger Notification Reporting Requirements

Operation Citizen / Lever 7 Filing Deadline Comment

Thom Barrett

Citizen Comment on FTC-2026-0298 — Premerger Notification Reporting Requirements

Operation Citizen / Lever 7 Filing Deadline Comment

Thom Barrett

[Year]

[Year]

Citizen Comment on FTC-2026-0298

Premerger Notification Reporting Requirements

Executive Summary

This comment urges the agencies to strengthen—not dilute—the premerger notification process. In already concentrated markets, weaker reporting rules do not reduce burden so much as reduce visibility, making it easier for powerful firms to consolidate control before the public or regulators can respond. Thresholds, exemptions, and disclosure requirements are not technical housekeeping; they are policy choices that determine whether harmful concentration is exposed in time or hidden until the damage is entrenched.

To the Federal Trade Commission and the Department of Justice Antitrust Division:

I am submitting this comment as a citizen.

I am concerned about mergers, market concentration, and the growing power of a small number of very large companies.

This issue should not be dismissed as a paperwork question. The premerger reporting process is one of the few moments when government can see a merger before it reshapes a market. Once a deal closes, the public is too often told to accept the consequences as a fait accompli.

A competitor may be gone. Workers may have fewer places to work. Suppliers may have less power. Consumers may have fewer choices. Prices may rise. Local communities may lose control over parts of their economy.

The public question is simple:

When is enough enough?

How large does a company need to be? At what point does another merger stop helping the market and start hurting it? When does business size become market power? When does market power become private control over things citizens need?

Filing thresholds and exemptions are not minor technical details. They are the gates that decide which deals receive scrutiny and which are allowed to pass with minimal review.

If thresholds are set too high, too many transactions escape review. If exemptions are drafted too broadly, sophisticated firms can route around oversight. And if reporting rules are weakened in the name of efficiency, regulators may not recognize the danger until market power has already hardened.

The FTC and DOJ should treat premerger reporting as an early warning system, not as a paperwork burden.

Companies often say these filings cost too much or take too much time. But the better question is: cost to whom?

A longer filing may cost the merging companies time and money. But weak reporting costs the public much more later. Citizens pay through higher prices, fewer choices, weaker local businesses, lower worker bargaining power, weaker suppliers, worse service, and less control over concentrated private power.

The public should not find out about the harm only after the market has already been changed.

Existing Concentration Shows the Risk

This concern is not theoretical. Many markets citizens depend on are already highly concentrated. That means a small number of large companies control much of the market.

This is not always a monopoly. A monopoly means one company controls the market. An oligopoly means a small number of companies have so much power that real competition becomes weak.

This table does not mean every large company is breaking the law. It does not mean every listed industry is exactly the same.

The point is simpler.

The country already knows what consolidation can do. We see it in airlines. We see it in meatpacking. We see it in pharmacy benefits. We see it in wireless service. We see it in cloud computing. We see it in payments. We see it in broadband.

So when the government asks whether merger reporting should be changed, citizens have a right to ask:

Are these changes meant to help regulators see consolidation more clearly, or are they meant to make consolidation easier?

The issue is not whether big companies should be punished just for being big.

The issue is whether government should keep removing the friction that stops already concentrated markets from becoming even more concentrated.

The danger is not only monopoly. The danger is the stage before monopoly, when an industry still has several company names, but no longer has real competition.

Stewardship, Extraction, and Merger Review

There is a deeper issue here.

Merger review can protect stewardship, or it can allow extraction.

An extraction model treats a market, workforce, supply chain, local community, or digital system as something to be squeezed for short-term profit. Under this model, companies often use the word “efficiency.” But efficiency can mean fewer competitors, fewer employers, fewer local suppliers, fewer backup systems, fewer independent producers, and fewer points of public accountability.

A stewardship model treats an industry as a shared economic system. It asks whether the market remains healthy over time. It asks whether citizens still have real choices. It asks whether workers can move between employers. It asks whether suppliers can survive. It asks whether local communities remain strong. It asks whether future competitors still have a chance to enter the market.

Large size is not always bad. But size should serve the market. It should not govern the market.

The premerger reporting process should help regulators see the difference.

It should ask whether a deal strengthens a healthy market or whether it concentrates control in ways citizens will feel later. Citizens may feel that harm through higher prices, worse service, fewer choices, weaker wages, weaker suppliers, or blocked market entry.

This matters most in industries that already look like oligopolies. When an industry moves from many independent companies to three or four dominant firms, the public loses more than price competition. It loses choice. It loses local strength. It loses worker options. It loses supplier independence. It loses future innovation.

For that reason, the premerger form should work more like a market impact review.

It should not only ask whether the merging companies claim the deal will make them more efficient. It should ask whether the deal protects or weakens the market citizens depend on.

If capital naturally pushes toward more control, then government must provide friction. That friction includes disclosure, review, delay, public visibility, and access to information before a deal closes.

That is not red tape. That is public protection.

Questions the Agencies Should Ask

When the FTC and DOJ review a merger, they should not only ask whether the deal helps the companies. They should also ask how the deal affects citizens.

At minimum, the premerger form should require companies to answer these questions:

• Does this deal reduce the number of independent employers, suppliers, producers, or new market entrants?
• Does this deal create a bottleneck that lets one company, or a few companies, dictate terms to workers, suppliers, consumers, or smaller competitors?
• Does this deal move decision-making, jobs, supply-chain control, data control, or infrastructure control away from local or competitive markets and into fewer hands?
• Does this deal remove a future competitor, new technology, independent supplier, or different business model before it has a chance to compete?
• If this deal closes, could a failure, abuse, or bad decision by the combined company cause wider harm because too much of the market depends on too few companies?

These questions do not punish companies for being large. They ask whether more size helps the market or controls it.

That difference should be central to any change in premerger reporting.

Areas Where Reporting Should Be Strengthened

I urge the FTC and DOJ to strengthen premerger reporting in at least five areas.

First, the agencies should require clear disclosure of non-traditional deal structures. Mergers are no longer always simple purchases of one company by another. Companies can gain control through acquihires, licensing deals, minority investments, staged deals, private equity rollups, management agreements, data-sharing arrangements, and other structures. The agencies should look at what the deal really does, not just what it is called.

Second, the agencies should narrow the exemption for deals described as “solely for investment.” A company should not be able to call itself a passive investor if it gains influence over another company. If the buyer gains board influence, information rights, veto rights, strategic access, or commercial leverage, the agencies should be able to review the deal.

Third, the agencies should require information about how the deal affects citizens. This should include likely effects on prices, product availability, local markets, service quality, wages, worker mobility, small suppliers, independent producers, data control, and access for new competitors.

Fourth, the agencies should require clearer disclosure of private equity, holding companies, affiliates, and related-party structures. Control can be hidden when ownership and financing are spread across many related entities. Regulators need to know who really controls the deal and how that control connects to other holdings.

Fifth, the agencies should require enough detail to test whether a deal harms future competition. The loss of a small company today may mean the loss of a serious competitor tomorrow. This is especially important in technology, health care, defense, food, agriculture, finance, logistics, housing, data, and other sectors where citizens already have limited choices.

The agencies should not let the premerger reporting process become another wall between citizens and private power.

If the reporting process is weakened, citizens may never see the deals that reshape the markets they depend on. By the time the harm becomes clear, the chance to act may already be gone.

This is why thresholds matter. This is why exemptions matter. This is why the content of the filing form matters.

These are not technical details. They are gates through which concentrated private power either passes unchecked or is forced into public view.

They decide whether consolidation is visible or hidden.

I urge the FTC and DOJ to strengthen, not weaken, the premerger notification process. The form should capture control, influence, market power, future competition, and citizen harm. It should not become a procedural shield behind which sophisticated firms can consolidate power with less scrutiny.

Before private parties are allowed to combine more market power, the public’s antitrust enforcers should have enough information to answer the question citizens are left asking after consolidation has already happened:

Was this necessary, or did we simply allow another competitive market to become an oligopoly?

Respectfully submitted,
Thom Barrett
Marstons Mills, MA