Based on HHI = 10,000 * sum of squared market shares
Merger may be challenged if HHI exceeds 1500, or would be after merger, and the merger increases the HHI by more than 100
More likely if HHI>2500
Recognizes efficiencies: "The primary benefit of mergers to the economy is their efficiency potential...which can result in lower prices to consumers...In the majority of cases the Guidelines will allow firms to achieve efficiencies through mergers without interference..."
May also recognize foreign competition, emerging new technology, or firm financial problems