A decline in deal mortality rates in 2025 was met with an increase in conditional merger control approvals. Antitrust authorities showed greater flexibility on remedies, with some demonstrating more openness to behavioral...more
3/2/2026
/ Acquisitions ,
Antitrust Division ,
Antitrust Provisions ,
CFIUS ,
Competition ,
Cross-Border Transactions ,
Department of Justice (DOJ) ,
Enforcement Actions ,
European Merger Control Regulation ,
Foreign Subsidies ,
Healthcare ,
Life Sciences ,
Merger Controls ,
Mergers ,
National Security ,
Private Equity ,
Supply Chain
Tech sector M&A remains in focus, although a more permissive merger control environment is leading to fewer frustrated deals and more conditional clearances. Transactions impacting areas of direct consumer spend (or...more
Merger remedies have bounced back. Less aggressive merger control enforcement means authorities are more willing to remedy antitrust concerns with conditions rather than challenging or blocking deals. Increasingly creative...more
The Foreign Subsidies Regulation (FSR) is now in its third year of operation. Intervention in M&A has so far been limited to a relatively small number of deals. But notification thresholds are easily met and navigating the...more
2/27/2026
/ Acquisition Agreements ,
Antitrust Provisions ,
Cross-Border Transactions ,
EU ,
European Commission ,
Foreign Direct Investment ,
Foreign Subsidies ,
Merger Agreements ,
Merger Controls ,
Popular ,
Private Equity Firms ,
Regulatory Burden ,
Reporting Requirements
Scrutinizing potentially anticompetitive transactions that do not meet merger control filing thresholds remains a high priority for many antitrust authorities, particularly in China and the EU. This continues to inject...more
2/27/2026
/ Acquisition Agreements ,
Antitrust Investigations ,
Antitrust Provisions ,
China ,
Competition Authorities ,
Corporate Sales Transactions ,
Cross-Border Transactions ,
Enforcement Actions ,
EU ,
Merger Agreements ,
Merger Controls ,
Merger Reviews ,
Popular ,
Risk Assessment ,
State Administration for Market Regulation (SAMR)
Allocation of merger control execution risk in transaction documents is front of mind for merging parties. The stakes are high where regulatory outcomes are unknown or hard to predict. But the emergence of a more permissive...more
2025 marked the start of a major transition for global merger control enforcement. Influenced by political agendas pushing for economic growth, investment, and innovation, antitrust authorities in key jurisdictions adopted a...more
2/26/2026
/ Acquisition Agreements ,
Antitrust Division ,
Antitrust Investigations ,
Antitrust Provisions ,
Competition ,
Competition Authorities ,
Corporate Sales Transactions ,
European Commission ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
Merger Controls ,
UK Competition and Markets Authority (CMA)
Fines for breach of procedural merger control rules surged in 2025. Once again, the U.S. led the charge, imposing record penalties. In China, geopolitical factors played a role in some infringement investigations. Overall,...more
2/26/2026
/ Antitrust Provisions ,
Antitrust Violations ,
China ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
Merger Controls ,
Popular ,
Premerger Notifications ,
Sanctions ,
State Administration for Market Regulation (SAMR)
On February 19, 2026, the United States Court of Appeals for the Fifth Circuit issued an order staying the lower court’s order enjoining the enforcement of the Federal Trade Commission’s (FTC’s) 2024 rule amending the...more
2/24/2026
/ Antitrust Provisions ,
Appeals ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Final Rules ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
Merger Controls ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Reporting Requirements ,
Stays ,
Vacated
On February 10, 2026, Governor Gavin Newsom signed SB 25 into law, making California the third state, joining Washington and Colorado, to adopt a state premerger notification regime to run parallel with federal requirements. ...more
2/19/2026
/ California ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
Merger Controls ,
New Legislation ,
Penalties ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Regulatory Reform ,
State and Local Government ,
State Attorneys General
On February 12, 2026, the United States District Court for the Eastern District of Texas vacated the Federal Trade Commission’s (FTC) 2024 rule (the “Final Rule”), amending the Premerger Notification Rules that implement the...more
2/17/2026
/ Administrative Procedure Act ,
Antitrust Division ,
Antitrust Provisions ,
Appeals ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Final Rules ,
Hart-Scott-Rodino Act ,
Merger Controls ,
Mergers ,
Premerger Notifications ,
Regulatory Authority ,
Reporting Requirements ,
Rulemaking Process ,
Vacated
The Federal Trade Commission (FTC) has announced increases to the notification thresholds and premerger filing fees under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, which requires premerger notification of...more
1/21/2026
/ Antitrust Division ,
Antitrust Provisions ,
Federal Trade Commission (FTC) ,
Filing Fees ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Merger Controls ,
Merger Reviews ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
Size of Transaction Test ,
The Clayton Act ,
Threshold Requirements
Welcome to the latest edition of M&A insights, where we explore the forces shaping transactional activity and predict what will drive dealmaking in the year to come....more
12/12/2025
/ Acquisition Agreements ,
Acquisitions ,
Artificial Intelligence ,
Capital Markets ,
CFIUS ,
Cross-Border Transactions ,
EU ,
Global Dealmaking ,
Investment ,
Life Sciences ,
Mergers ,
Middle East ,
One Big Beautiful Bill Act ,
Private Equity ,
Sovereign Wealth Funds
Following a surge in U.S. M&A in the second half of 2025, hopes for heightened activity in 2026 are high—even with the midterm elections on the horizon. Here we explore the forces we expect to drive markets in the month to...more
12/12/2025
/ Acquisitions ,
Artificial Intelligence ,
CFIUS ,
Department of Justice (DOJ) ,
Energy Policy ,
Energy Sector ,
Executive Orders ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Mergers ,
Oil & Gas ,
Popular ,
Private Equity ,
Regulatory Requirements
Intellectual property and antitrust share a common goal; consumer welfare through innovation. However, each body of law approaches that objective from different—and sometimes opposing—directions. IP promotes investment,...more
12/10/2025
/ Antitrust Division ,
Antitrust Litigation ,
Antitrust Provisions ,
Antitrust Violations ,
Competition ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Innovation ,
Intellectual Property Litigation ,
Intellectual Property Protection ,
Patents ,
Sherman Act ,
Standard Essential Patents ,
Technology Sector
The Federal Trade Commission (FTC) and the U.S. Department of Justice Antitrust Division (DOJ) (collectively, the Agencies) recently issued the Hart-Scott-Rodino Annual Report for Fiscal Year 2024 (the Report), covering the...more
Each of these items will help ensure that a U.S.-based joint venture (JV)—especially one in a regulated industry with cross-border aspects—is set up and operated on solid legal, compliance, and tax footing. By diligently...more
This new stance, however, does not signal unchecked dealmaking for transacting parties. The Federal Trade Commission (FTC) and Department of Justice (DOJ) are simultaneously emphasizing that robust, evidence-based enforcement...more
The Federal Trade Commission (FTC) has announced increases to the notification thresholds and premerger filing fees under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, which requires premerger notification of...more
On January 7, 2025, the U.S. Federal Trade Commission announced a record USD5.68m civil penalty to settle alleged pre-merger coordination in violation of the HSR Act. This settlement is the largest dollar penalty that has...more
1/15/2025
/ Antitrust Litigation ,
Antitrust Violations ,
Civil Monetary Penalty ,
Competition ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Mergers ,
Oil & Gas ,
Unfair Competition
In the waning days of the current administration, the antitrust agencies continue to cross items off their holiday wish list. Since the presidential election in November, the antitrust agencies have filed a new merger...more
Democratic Commissioners Swung for the Fences, but FTC Settles for Unanimous Revisions, Still Increasing Burden on Filers -
On October 10, 2024, all five Federal Trade Commission (“FTC”) Commissioners, with concurrence...more
11/13/2024
/ Antitrust Division ,
Antitrust Provisions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
New Rules ,
Pre-Merger Filing Requirements ,
Regulatory Agenda ,
Regulatory Requirements ,
Required Forms ,
Section 8 ,
The Clayton Act
The U.S. antitrust agencies are routinely on alert for violations of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), even in instances where there are no competitive or otherwise apparent antitrust...more
On August 5, 2024, the United States Department of Justice (“DOJ”) filed a rare[1] gun jumping[2] civil lawsuit and proposed settlement in the United States District Court for the Southern District of New York against Legends...more
8/8/2024
/ Acquisitions ,
Antitrust Division ,
Antitrust Violations ,
Civil Monetary Penalty ,
Competition ,
Department of Justice (DOJ) ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Mergers ,
Popular ,
Pre-Merger Filing Requirements ,
Regulatory Requirements ,
Settlement ,
Sherman Act
On July 3, 2024, the United States District Court for the Northern District of Texas (the “Court”) in Ryan LLC v. Federal Trade Commission (“Ryan”) preliminarily enjoined the U.S. Federal Trade Commission (“FTC”) from...more
7/12/2024
/ Appeals ,
Employer Liability Issues ,
Employment Contract ,
Employment Litigation ,
Federal Bans ,
Federal Trade Commission (FTC) ,
Final Rules ,
Litigation Strategies ,
Non-Compete Agreements ,
Preliminary Injunctions ,
Texas