An Article discussing risk-shifting provisions negotiated in private acquisition and public merger agreements that address the Federal Trade Commission's (FTC) recent practice of issuing standard warning letters to some merging companies stating that the FTC staff did not complete their investigation within the Hart-Scott-Rodino Act waiting period and that the parties would close at their own risk. This Article discusses the risk-shifting provisions that merging parties have negotiated that relate to the effects of receiving an FTC warning letter, including modifications to closing conditions (such as the HSR Act closing condition), drop-dead date extensions, and reverse break-up fee triggers. This Article provides examples from Practical Law's Antitrust Risk-Shifting Database.