Prepare Antitrust Risk Assessment

---
name: prepare-antitrust-risk-assessment
task_id: antitrust-competition/prepare-antitrust-risk-assessment
description: Closes gaps in a multi-deliverable structure, market-level concentration analysis, hot-document and HSR production identification, coordinated effects analysis, and entry barrier assessment.
activates_for: [planner, solver, checker]
---

# Skill: Full Antitrust Risk Assessment Package

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

- Treat the assignment as a multi-workproduct antitrust diligence and filing-prep exercise, not a single memo.
- Map the source set first to the relevant product and geographic markets, transaction structure, filing parties, and any internal documents bearing on competition, entry, efficiencies, or prior acquisitions.
- If the documents point to more than one relevant market, party, or acquisition path, enumerate them up front and analyze each separately rather than collapsing them into a single blended assessment.

## 2. Failure modes the skill is correcting

- Baseline produces fewer than the intended set of separate deliverables; each workproduct must stand on its own and match its audience.
- Baseline treats market power as a single-company story and misses market-by-market concentration, share, and entry analysis.
- Baseline performs coordinated-effects analysis superficially or omits it; the analysis must be systematic and tied to the post-transaction market structure.
- Baseline ignores internal acknowledgments of barriers, pricing dynamics, or competitor discipline that undermine entry or efficiencies defenses.
- Baseline under-identifies hot documents and HSR-relevant production materials, creating avoidable compliance risk.
- Baseline gives a risk label without connecting it to the theory of harm, the supporting authority, and the practical consequence for the transaction.
- Baseline omits concrete next steps for the business and deal team.

## 3. Legal frameworks / domain conventions that apply

- Analyze the transaction under the current federal merger framework, including Section 7 of the Clayton Act and HSR premerger notification requirements under the Hart-Scott-Rodino Act and implementing FTC/DOJ rules.
- For each relevant market, assess concentration using market shares and HHI concepts separately; do not aggregate unrelated products or regions.
- Evaluate unilateral and coordinated effects as distinct theories of harm, and tie each to the market facts in the record.
- Test entry defenses against the accepted merger analysis: entry must be timely, likely, and sufficient to prevent or reverse anticompetitive effects.
- Treat internal documents that discuss pricing, competitive responses, customer switching, capacity constraints, or market discipline as relevant both to competitive risk and to HSR production review.
- Evaluate efficiencies for merger specificity, verifiability, and cognizability; treat ordinary overhead reduction skeptically unless the record shows customer-facing pass-through and a transaction-specific mechanism.
- Consider whether a pattern of serial acquisitions creates cumulative antitrust risk under merger-guideline principles.
- When stating a legal conclusion, name the governing statute, rule, or recognized merger-analysis principle that supports it.

## 4. Analytical scaffolds

1. Separate the work into four finished products: antitrust risk memorandum, market analysis workpapers, HSR filing timeline and checklist, and client advisory letter.
2. Begin by enumerating the relevant markets, filing parties, potentially competitive overlaps, and any prior transactions identified in the materials.
3. For each market, build a market table with shares, concentration measures, competitive changes, and source citations from the documents.
4. For each theory of harm, analyze the facts under the governing merger framework, then state the practical litigation or deal consequence if the concern is validated.
5. For entry, work through each barrier shown in the record and ask whether entry would be timely, likely, and sufficient in light of that barrier.
6. For efficiencies, test each claimed benefit one by one for specificity to the deal, evidentiary support, and whether it is the type of benefit antitrust analysis credits.
7. For HSR, determine filing-party obligations, filing fees, key waiting-period milestones, document-production obligations, and timing dependencies created by the deal process.
8. For hot-document review, flag board materials, management presentations, pricing decks, strategic plans, and similar documents that discuss market behavior or competitor discipline for inclusion in the production review.
9. For serial-acquisition risk, assess whether prior transactions in the same or adjacent markets increase cumulative antitrust exposure or invite a broader agency inquiry.

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

- If the source set covers multiple markets, analyze them in a stable order and keep each market’s facts, concentration, harm theories, and defenses together.
- If the record contains multiple time periods, separate historical facts, current competitive conditions, and post-signing or post-closing effects rather than blending them.
- If multiple parties or entities are referenced, identify which entity is the filer, which is the acquired business, and which are relevant competitors or customers before drawing conclusions.
- If a document contains a progression from diligence to signing to filing to waiting-period strategy, preserve that chronology in the workback plan and checklist.

## 6. Output structure conventions

- Deliverable 1: Antitrust Risk Memorandum — organize by market, then theories of harm, then defenses, then overall risk rating; include a concise severity label for each material issue and a short rationale for that label.
- Deliverable 2: Market Analysis Workpapers — include separate market tables, share tables, concentration analysis, and source citations for each market; keep calculations tied to the cited data and market definition used.
- Deliverable 3: HSR Filing Timeline and Checklist — include filing mechanics, party determination, fee and waiting-period considerations, production-material review, and a date-based action plan keyed to the transaction milestones in the record.
- Deliverable 4: Client Advisory Letter — give a business-side executive summary, the principal risk drivers, and a recommended actions section with imperative steps, responsible roles, and timing anchors.
- For every issue identified in any deliverable, state the magnitude or scale from the record where available, cross-reference the related document or clause, and explain the downstream transaction consequence.
- Do not rely on unsupported conclusory statements; anchor each material proposition in the cited legal framework and the factual record.