Transaction Compliance: What Federal Reviews Apply to Your Deal?

Transaction compliance covers federal regimes triggered by deal closings, including antitrust premerger review (HSR), AML/BSA, OFAC sanctions, FCPA, CFIUS national security review, securities laws, export controls, and CTA beneficial ownership filings. Most large deals involve at least three regimes in parallel. Comprehensive antitrust compliance is one core component, often paired with separate AML and sanctions screening tracks.

Federal reviews apply because Congress identified deal closings as inflection points for competitive harm (HSR), money laundering (BSA), sanctions evasion (OFAC), and national security threats (CFIUS), with each statute requiring proactive disclosure before deals complete. Failure to identify applicable reviews during diligence can void deal protections or trigger personal liability for officers and directors. Robust corporate due diligence procedures identify all reviews and embed them into closing checklists.

HSR filings are required when size-of-transaction exceeds $119.5 million (2025), with size-of-person tests applying for deals between $119.5 million and $478 million, subject to exemptions for foreign assets, ordinary course transactions, and intra-corporate transfers. The 2024 final rule expanded disclosure to officer and director affiliations, supply chain relationships, and deal documents. Most business acquisition transactions involve detailed HSR analysis at the LOI stage to identify filing obligations and competitive overlap.

Second Requests issued by the FTC or DOJ Antitrust Division require production of documents, data, and interrogatory responses on competitive effects, with substantial compliance triggering an additional 30-day waiting period after certification. Most Second Requests demand 18 to 36 months of internal documents, transaction memos, and customer analyses, with productions routinely exceeding 1 million pages. Disputes often escalate to antitrust litigation, with parties either litigating to close, divesting assets, or abandoning the deal.

AML/BSA filings include CTRs for cash over $10,000, SARs for suspicious activity, FinCEN Form 114 (FBAR) for foreign accounts, and Customer Due Diligence (CDD) verification under the 2018 CDD Rule. FinCEN's 2024 Residential Real Estate Final Rule (effective December 2025) requires reporting on non-financed residential transfers to legal entities and trusts. Comprehensive AML compliance programs include risk-based KYC, transaction monitoring, and senior officer attestation under the AML Act of 2020.

OFAC sanctions block U.S. .ersons from transactions with Specially Designated Nationals (SDN), sanctioned countries, and 50% Rule entities (any entity 50%-plus owned by sanctioned parties). Deal parties must screen all counterparties, beneficial owners, and intermediate entities before closing, with violations carrying strict liability and civil penalties up to $356,579 per violation (2025). Effective economic sanctions screening uses OFAC's Sanctions List Search with fuzzy matching to capture aliases and corporate restructurings.

CFIUS reviews foreign investments giving non-U.S. .ersons control or non-controlling rights in TID U.S. .usinesses (Technology, Infrastructure, Data), with FIRRMA expanding jurisdiction to certain non-controlling investments and real estate near sensitive sites. Mandatory declarations apply to investments in critical technology businesses requiring U.S. .egulatory authorization or government-owned investors. Deals involving U.S. national security implications often pursue voluntary CFIUS notice early to avoid divestiture.

Successor liability for FCPA, AML, sanctions, and other violations follows the acquired entity into the buyer's corporate group unless mitigated through pre-closing diligence, disclosure, and remediation. The DOJ's 2023 Safe Harbor Policy provides declination if acquirers disclose acquired-entity criminal misconduct within six months, fully cooperate, and remediate within one year. Effective anti-bribery compliance programs include integration audits, books-and-records testing, and prompt voluntary disclosure to preserve Safe Harbor benefits.