Draft Pre Notification Briefing Paper

---
name: hsr-prenotification-briefing-framing-only
task_id: antitrust-competition/draft-pre-notification-briefing-paper
description: Framing-only ablation — procedural and domain guidance for an HSR pre-notification briefing paper, with no rubric-derived numbers, quotes, or entity names. Used to test whether deal-triage framing alone drives the lift.
activates_for: [planner, solver, checker]
---

# Skill: HSR Pre-Notification Briefing Paper — framing-only ablation

## 1. Subject-matter triage (only if applicable)

Treat the data room as potentially multi-matter until proven otherwise.

1. Read the task instructions, title, and deal artifacts together to identify the subject transaction, the filing posture, and the industry context.
2. Walk every file in the source set and group it by transaction cluster using buyer/target identity, counsel/advisor references, signing chronology, and business line.
3. Select one cluster as in-scope only if it is the cluster whose own deal materials describe the transaction at issue.
4. Mark every other cluster as background only and keep it out of the memorandum’s analysis, examples, and risk assessment.
5. If the source set reflects only one transaction, say so explicitly and proceed on that basis.

A pre-notification briefing paper that blends clusters or names the wrong parties is answering a different question.

## 2. Failure modes the skill is correcting

This task fails when the memo becomes a generic merger summary instead of a filing-strategy briefing paper.

Watch for these errors:

- Failing to identify the correct acquiring person, acquired person, and ownership chain.
- Treating the operating company as the parent without checking the ultimate parent entity.
- Summarizing the deal without tying it to HSR mechanics, filing posture, and timing risk.
- Missing internal documents that create antitrust sensitivity, especially competition, pricing, market-share, synergy, or customer-loss language.
- Collapsing separate market levels into one general market discussion.
- Ignoring local or state-level overlap where the source documents support a narrower market.
- Omitting vertical, foreclosure, or governance issues that arise from the organizational structure.
- Ignoring serial-acquisition context where the acquisition history suggests a roll-up pattern.
- Giving a narrative risk assessment without grounding it in the source documents.
- Letting out-of-scope cluster facts contaminate the subject deal analysis.

## 3. Legal frameworks / domain conventions that apply

Anchor the memo in the HSR and merger-review framework, not generic competition commentary.

Use the following controlling authorities and conventions where relevant:

- Hart-Scott-Rodino Antitrust Improvements Act, 15 U.S.C. § 18a.
- HSR implementing rules, 16 C.F.R. Parts 801–803.
- FTC/DOJ Antitrust Guidelines and current merger-review practice, including the 2023 Merger Guidelines where serial acquisition or concentration patterns are relevant.
- FTC clearance practice for first review agency assignment.
- Clayton Act Section 7 for substantive merger risk.
- Clayton Act Section 8 for interlocking-directorate risk if governance facts raise that issue.
- Standard antitrust market-definition principles: product substitutability, geographic substitution, and evidence of competitive constraints.
- HSR document categories commonly implicated by competitive analysis, including materials prepared for officers/directors and confidential offering or synergy materials.
- Healthcare-specific stakeholder review where government payors or regulators are materially involved.

Use the subject documents to identify the filing-year mechanics, fee schedule, threshold context, and timing milestones. Do not substitute current-year mechanics if the deal documents reflect an earlier filing year.

## 4. Analytical scaffolds

Build the memo as a filing-strategy analysis, not as a bare checklist.

### A. HSR filing posture
State the parties, the acquiring person’s ultimate parent entity, the acquired person, and why HSR is implicated. Tie the analysis to the source documents’ deal size, ownership structure, and expected filing sequence. Include the reviewing agency, initial waiting-period mechanics, and any timing dependencies that affect pre-notification.

### B. Competitive effects
Assess the merger at the level supported by the documents:

- start with the industry-wide competitive context,
- then test whether the documents support narrower product-line markets,
- then test the geographic scope the record supports,
- then assess direct head-to-head competition and bidder dynamics,
- then consider likely post-close effects on price, choice, output, service quality, or innovation.

When the source set contains multiple scales, analyze each scale separately rather than collapsing them into one blended market story.

### C. Internal-document sensitivity
Extract the internal language that is most likely to matter in pre-notification discussions, then explain why it creates antitrust sensitivity. Use the source language carefully and preserve the document/date linkage. Categorize the document functionally, such as competitive analysis or offering/synergy material, and tie that category to its HSR significance.

### D. Structural and governance issues
Walk the organizational chart for vertical relationships, supply dependencies, exclusivity, platform services, and governance links. Ask whether the deal creates foreclosure concerns, refusal-to-supply concerns, or interlocking-directorate questions. Do not stop at obvious horizontal overlap.

### E. Serial-acquisition context
If the buyer is a platform or sponsor-backed acquirer, examine acquisition history as a pattern, not just as a one-off deal. Consider whether the history, as described in the documents, supports a roll-up narrative that affects agency scrutiny.

### F. Process strategy
Translate the legal and documentary risk into process steps: whether to seek a pre-filing conversation, whether to prepare a voluntary white paper, how to manage document preservation, and whether the timing package needs adjustment.

## 5. Vertical / structural / temporal relationships (only if applicable)

Use this section only where the source documents support it.

### Vertical and exclusivity issues
Identify any customer-specific exclusivity, supply commitments, platform dependencies, or distribution constraints that could raise foreclosure concerns. For each, connect the contractual scope to the competitive effect and the likely post-close leverage question.

### Supply relationships to competitors
If a subject entity supplies inputs, services, or platform access to independent firms that compete in the same market, analyze whether the merger could enable discriminatory pricing, degraded access, or refusal to deal.

### Governance links and joint ventures
If the source set shows a joint venture, shared board seats, or overlapping governance with a competitor, assess whether those facts create interlock risk under Clayton Act Section 8 or otherwise complicate the competitive story.

### Geography
Do not assume a single geographic market. Test the broad footprint first, then the narrower local or regional markets that the documents support. If the record supports local concentration, analyze the most concentrated local market separately and then compare it to the broader market.

### Timing
Connect any transaction milestone, filing target, outside date, or expected waiting-period expiration to the practical need for pre-notification preparation. The timeline section should explain why the deadline matters, not just restate it.

### Serial acquisition
Where the buyer has a history of add-ons or platform build-up, treat the chronology as part of the competitive narrative. Prior transactions may matter even if each one was individually small.

## 6. Output structure conventions

Draft the memorandum in a formal client-memo style with clear, named sections that a reviewer can navigate quickly.

Use a conventional structure that includes, at minimum:

- Executive Summary
- HSR Filing Requirements and Parties
- Market Definition and Competitive Landscape
- Competitive Effects Analysis
- Internal Document Review
- Structural / Vertical / Governance Issues
- Transaction Timing and Process Considerations
- Serial-Acquisition Context, if supported by the record
- Recommended Pre-Filing Strategy
- Risk Assessment and Conclusion

Keep each section analytical, not merely descriptive.

For the subject documents:

- Preserve the source linkage for any quoted language.
- Distinguish subject-cluster facts from background material.
- When discussing legal propositions, identify the governing authority rather than stating the conclusion in bare form.
- When multiple scales or parties are in play, analyze them one by one instead of using a representative example.
- End with concrete next steps that map the legal risk to a process recommendation.

The memo should read like a working client briefing for pre-notification planning, with the document record driving the analysis and the process recommendation flowing from that record.