Navigating the Evolving Global Antitrust Landscape

Antitrust in 2025 was marked by policy developments and antitrust enforcement that, while remaining aggressive, became less overtly anti-business.

The U.S. continued a number of cases from the Biden administration, but became more open to settlements, while continuing implementation of the new and more burdensome HSR merger notification form and of the more aggressive and less economically focused 2023 Merger Guidelines. The European Commission conducted a series of DMA enforcement actions and launched a broad-sweeping consultation on the Merger Guidelines. The UK CMA continued a tack toward a more restrained approach to enforcement, taking greater account of growth and suggesting it would allow greater flexibility in merger remedies. The Chinese State administration for Market Regulation started to intervene in transactions below the filing thresholds and continued to keep antitrust in its toolbox for tackling geo-political tensions.

U.S. Antitrust Developments

2026 is unlikely to bring dramatic changes to the U.S. antitrust landscape. As we predicted in last year’s memo, aggressive enforcement continued. However, the tone became more accommodating of settlements and less overtly anti-business.

As described in more detail below, the Trump administration continued holdover conduct cases from the Biden administration, but dismissed a merger challenge to American Express Global Business Travel’s (Amex GBT) acquisition of CWT, a rival travel agent. On Big Tech conduct cases, the Trump administration had two trial victories (Google Search, Google Ad Tech), but lost its retrospective challenge to Meta’s acquisitions of WhatsApp and Instagram. On mergers, the Trump administration lost its first fully litigated challenge (GTCR/Surmodics), won its second (Edwards Lifesciences/JenaValve) and settled several cases. The Trump administration has also been subject to allegations about increased political influence in the merger review process. 

In part due to a relatively slow M&A market in the early to middle part of 2025, we have seen relatively few investigations that started during the Trump administration make it all the way through the process. Thus, 2026 will be an important year to see the ultimate direction of antitrust under the Second Trump administration.

Shift to a Slightly More Favorable Deal Atmosphere, Especially on Settlement, and to More Traditional Theories Outside of Politically Charged Areas

President Trump’s key appointees are Andrew Ferguson as Chairman at the FTC and Gail Slater as Assistant Attorney General (AAG) at the Antitrust Division. Both are close to Vice President JD Vance and associated with the pro-enforcement Republican populist faction. Chairman Ferguson and AAG Slater kept the much-criticized Biden administration changes to the HSR notification form and to the Merger Guidelines. Chairman Ferguson explained the decision as driven by stability, stating “[i]f merger guidelines change with every new administration, they will become largely worthless to businesses and the courts.”[1]

Nonetheless, we expect continued movement toward more traditional theories of harm, focusing on horizontal overlaps and traditional vertical cases. The Trump administration has also been willing to resolve cases through settlement. Biden DOJ AAG Jonathan Kanter in particular had denounced settlements as tools of “creeping concentration.” In contrast, AAG Slater stated the DOJ is “willing[] to settle merger reviews with targeted and well-crafted consent decrees.”[2] The DOJ and FTC have settled several significant cases, including HPE/Juniper and Synopsys/Ansys. Although the FTC rejected a divestiture in GTCR/Surmodics, which Cleary successfully defended, the court accepted the divestiture, continuing a string of recent cases where courts accepted party-proposed settlements over agency objection.

Notwithstanding the overall more traditional approach, the agencies have signaled hostility to DEI, ESG and the potential censorship of conservative voices. For example, the FTC issued a CID to Media Matters over alleged advertiser boycotts of X and secured a provision barring viewpoint discrimination in ad spending in a consent decree related to the Omnicom Group/IPG merger. Thus, companies should be particularly cautious about DEI and ESG initiatives that involve agreements with other companies.[3]

Continued Staff and Organizational Challenges

From a staff perspective, morale declines—which started in the Biden administration—continued and staff continued to depart. Due to the departures, the agencies have a more junior and less experienced staff, potentially resulting in less feedback during the merger review process and more unpredictability in enforcement.

The FTC also continues to see constitutional challenges to its authority and organization, though the practical effect on deals and investigations will be limited. In March 2025, President Trump fired the FTC’s two Democratic Commissioners, resulting in a pending Supreme Court challenge to Humphrey’s Executor, which upheld the constitutionality of for-cause removal protections on the grounds that the FTC exercised “quasi-legislative and quasi-judicial power.” A Supreme Court decision is likely in mid-2026, but the FTC is now operating with only two Republican Commissioners. There are also Constitutional challenges pending involving the FTC’s internal court system. The FTC now seems to be trying to avoid this issue by suing only in federal court as it did in its case against Henkel/Liquid Nails filed in December 2025.

Continued Aggressive Litigation, but a Mixed Record

The Trump administration’s cases, several of which were hold-overs from the Biden administration, had success on conduct matters, but a mixed record on mergers.

• Google Search (conduct, DOJ win on merits, without requested remedy). The First Trump administration sued Google in 2020 for monopolizing online search through agreements requiring Google to be a device’s default search engine. In August 2024, the court ruled for DOJ on the merits, but rejected the DOJ’s request to break up Google, instead mandating certain data sharing and restricting exclusive contracts.
• Google Ad Tech (conduct, partial DOJ win, pending remedies). The Biden administration sued Google in 2023 for monopolizing the publisher ad server and ad exchange markets through tying Google’s publisher ad server to its ad exchange (AdX) and other conduct such as a first right of refusal and the ability to see other AdX bids. In April 2025, the court ruled for the DOJ, and a decision on remedies is pending.
• Meta/WhatsApp/Instagram (mergers, FTC loss). The First Trump administration sued Meta in 2020 for monopolizing personal social networking by acquiring Instagram and WhatsApp many years earlier, even though neither deal was challenged at the time. In November 2025, the court ruled for Meta, finding the FTC had not demonstrated Meta has a monopoly in personal social networking.
• GTCR/Surmodics (merger, FTC loss). In March 2025, the FTC challenged GTCR’s acquisition of Surmodics. The companies made different types of hydrophilic coatings for lubricating medical devices. Cleary, representing GTCR, successfully defended the merger. The court found several arguments persuasive, but most notably accepted a divestiture and license back arrangement. The case continues a trend of parties successfully “litigating the fix,” where parties offer commitments and litigate their sufficiency despite agency objections.
• AMEX/CWT (merger, DOJ withdrew challenge). In July 2025, DOJ dismissed a Biden administration case to block the merger of Amex GBT and CWT, two of the largest travel management services companies. Unusually, AAG Slater pointed to limited enforcement resources as the reason for withdrawing the challenge.
• HPE/Juniper (merger, DOJ settled). In June 2025, DOJ settled a suit to block the acquisition of Juniper Networks Inc. by HPE, alleging that the transaction would combine the second- and third- largest providers of enterprise-grade WLAN solutions in the U.S. The settlement required HPE to divest its “Instant On” WLAN business.
• Edwards Lifesciences/JenaValve (merger, FTC win). In August 2025, the FTC challenged the combination of two pre-commercial devices for treating heart conditions.

The FTC also has two pending litigations, signaling continued aggressiveness in enforcement. In Zillow/Redfin, the FTC challenged the strategic partnership and licensing agreements entered into between Zillow and Redfin, with trial expected in the early summer. In Henkel/Liquid Nails, the FTC challenged a merger of construction adhesive providers, with trial expected in summer 2026. Cleary is defending both litigations.

Allegations of Political Influence at DOJ

DOJ’s settlement of the HPE/Juniper merger challenge resulted in allegations of political influence. Many accusations have been made but few concrete details are currently available.

The circumstances of the proposed settlement were unusual. Reportedly, AAG Slater rejected the proposed settlement, but following meetings with Chad Mizelle, then Chief of Staff to AG Pam Bondi, the AG’s office overruled the Antitrust Division’s opposition. Unusually, the settlement was not signed by Antitrust Division staff.

Shortly after the settlement was proposed, two deputies to AAG Slater, Roger Alford and Bill Rinner, were fired for “insubordination.” Alford has since cited the settlement as a “pay-to-play” approach to antitrust enforcement that he says he witnessed at DOJ.[4]

In November 2025, a court allowed 13 states to intervene in its settlement review required under the Tunney Act. This intervention could lead to more information about how the settlement came to be.

More recently in another merger transaction, Compass / Anywhere Real Estate, public reporting suggested that the Antitrust Division had decided to issue a “Second Request” to investigate the transaction in depth. However, was reportedly overruled by the Deputy Attorney General. Unusually, a spokesperson for the Deputy Attorney General confirmed it the investigation was closed on the grounds that the DOJ could investigate after closing if it anticompetitive effects were observed.[5]

Although these events should be carefully watched, companies should be thoughtful about engaging lobbying efforts. The vast majority of transactions are being cleared without any lobbying, and lobbying efforts also have their own complexities.

State Enforcement

This year, a few states adopted laws requiring parties with connections to the state to also send their HSR form to the state. These laws went into effect in Washington in July and Colorado in August; California and New York are also considering merger notification laws.[6] Thus far, these laws have had little impact.

State AGs have also asserted they will aggressively pursue merger enforcement, but states have not independently brought a significant merger challenge since T‑Mobile/Sprint, which closed in 2020 following Cleary’s litigation victory. States often file cases alongside the federal government under the federal antitrust laws, but they can also file their own lawsuits under either federal or state law. For example, in a challenge to the Kroger/Albertsons transaction, Colorado filed a case in Colorado state court. We expect challenges in multiple states to remain rare and confined to transactions with high political salience.

European Antitrust Developments

2025 marked the first year of Executive Vice President Ribera’s leadership and was characterized by robust behavioral and transactional enforcement. 2025 also saw wide-ranging consultations and reviews of the Commission’s principal enforcement tools, including merger control. Uncertainty about the scope for call-in and referral of deals below notification thresholds continued to impact M&A.

2026 will see publication of several (draft) revised guidelines setting out the Commission’s enforcement priorities. We anticipate more flexible, policy-aware merger control. Early, comprehensive deal planning will remain critical in 2026. Companies should proactively assess call-in and referral risks, potential exposure arising from existing minority shareholdings in competitors, and, where possible, ensure that transaction rationales are well aligned with wider EU policy objectives.

With respect to conduct enforcement, companies should expect continued intervention, including based on novel theories of harm, such as algorithmic collusion.

Renewed Interest in Minority Shareholdings

In 2025, the Commission raised concerns that minority shareholdings in rivals could facilitate collusion. 

• Delivery Hero/Glovo. In June, the parties were fined €329 million for a cartel facilitated by Delivery Hero’s 15% non-controlling stake in Glovo, an online food delivery rival. Delivery Hero’s representation on Glovo’s board enabled the two firms to regularly exchange sensitive information, allocate geographic markets and strike a no-poach deal not to solicit each other’s employees. This marks the first fine involving the anticompetitive use of minority shareholdings and the first labor market infringement under EU competition rules.
• Naspers/Just Eat Takeaway (JET). In August, the Commission approved Naspers’ acquisition of JET on the condition it divest within 12 months most of its subsidiary Prosus’ 27.4% shareholding in food delivery rival Delivery Hero. Prosus may not expand its shareholding beyond a specified percentage, vote related voting rights or appoint/recommend board members related to its portfolio companies or itself. 
  
  The Commission had concerns that the structural links between JET and Delivery Hero would decrease JET’s incentive to compete with Delivery Hero and make tacit coordination more likely, which could lead to higher prices, market exits or prevent entry.

These cases show that, while owning a stake in a rival firm is not in itself illegal, the Commission will assess whether such stakes will lead to collusion.[7] Minority shareholdings will be carefully reviewed in merger control. And, where they are permitted, companies should put clear guardrails in place to prevent the exchange of commercially sensitive information or coordination of activities.

Increased Scrutiny of Public Statements and Earnings Calls

The Commission has long taken the view that companies who signal future strategies to one another via public statements can infringe competition law. In 2025, the Commission defended launching inspections in the tire industry based on suspected unlawful signals in earnings calls detected by the Commission via an extensive AI review of earnings call transcripts.

In 2024, the Commission had conducted unannounced inspections at several tire manufacturers, suspecting that they had exchanged strategic signals through earnings calls. Michelin challenged the inspection, arguing that unilateral statements made in earnings calls could not infringe competition law and therefore did not justify an inspection.

In July 2025, the General Court rejected the challenge, finding that statements by multiple companies in the same industry such as “we expect the industry to follow,” “we will maintain pricing discipline,” “we want to send a signal,” and “we strive to stick to [the price increase],” often in response to others’ statements, were “sufficiently serious evidence to support suspicions” of illegal coordination, justifying the Commission’s inspection.  

The Court did not decide whether the statements actually violated the law, only whether an inspection was justified—a lower standard. It was nonetheless clear that the Court considered public statements intended to reduce market uncertainty or signal strategies to competitors as potentially unlawful.   

During the proceedings, the Commission revealed its use of AI to analyze a purpose-built database of 100,000s of earnings call transcripts across industries and geographies. The Commission examined transcripts more closely where the algorithm found a high incidence of statements related to forward-looking strategic business decisions or referencing competitors’ behavior to assess whether statements were signals to competitors.   

Companies should carefully review any public forward-looking strategic or pricing statements, even when previously considered neutral or typical. Avoid language that could be perceived as signaling or reducing uncertainty on competitive parameters such as “we will follow our competitors,” “the industry must” or “we must avoid a price war,” and do not comment on competitors’ future conduct, even when prompted by analysts or investors.[8]

Uncertainty Around Below-Threshold Transactions

The Commission formally lacks jurisdiction over mergers below EU and national notification thresholds, but the Commission and national competition authorities have pursued workarounds to review such deals.

First, there has been a proliferation of national authorities that can call-in below-threshold deals. Once called in, the authority can refer these to the Commission for review. The Commission has encouraged this practice, although this is currently being challenged in court.

Second, several national authorities have challenged proposed and completed below-threshold transactions citing authority under behavioral antitrust rules.[9]

Together, these trends add complexity to M&A review. Companies should carefully assess call-in, referral and antitrust risk in transaction planning, even where deals are below thresholds. 

EU Merger Guidelines Review: What to Expect 

In May 2025, the Commission launched a broad consultation on the 20-year-old EU Merger Guidelines, which set out its analytical framework for assessing mergers. The review responds to calls for more forward-looking and agile merger control.

Draft revised guidelines are expected in spring 2026, with final guidelines by late 2026 at the earliest. We do not expect any radical reforms, but merger assessment will likely be more nuanced and policy-aware going forward. This creates openings for companies to highlight innovation, efficiencies and other policy-related benefits. Taking advantage of these openings requires incorporating them early in deal planning, including by developing a clear and well-documented transaction rationale aligned with these considerations.

EU Digital Enforcement: Transatlantic Friction and Robust Enforcement

The Commission remained active in traditional antitrust enforcement—fining Google €2.95 billion for abusing its dominance in online advertising by favoring its own ad tech services—but the spotlight shifted to formal enforcement of the EU’s Digital Markets Act (DMA) in 2025.

In April 2025, the Commission adopted its first decisions, fining Apple €500 million based on findings that it breached the DMA’s rules against preventing business users from steering end users to third-party distribution channels in relation to App Store, and Meta €200 million based on findings that it failed to ensure effective user choice under its “consent or pay” model for Facebook and Instagram.

The Commission also launched a public consultation on the DMA in July and consulted on the draft DMA privacy guidelines in October, signaling closer scrutiny of data-related compliance. In November, it opened investigations into whether the DMA applies to AWS and Microsoft Azure’ cloud computing services. 2025 also featured parallel national actions leading to fragmentation and duplication, outcomes the DMA was intended to avoid. 

2026 will be marked by continued scrutiny and enforcement of antitrust rules and the DMA. Further guidance should clarify key obligations’ scope, but may be challenged in court. Greater alignment among Member States will be essential.  

Strong FSR Enforcement

2025 marked the second year of foreign subsidy enforcement in Europe, with the review of approximately 90 mergers. The Commission’s first in-depth merger decisions focused on unlimited UAE state guarantees to acquirers and potential subsidies to EU targets. Both were cleared with behavioral remedies eliminating those guarantees; e&/PPF also required ring-fencing of EU targets; while ADNOC/Covestro included commitments to share sustainability patents. Looking ahead, new FSR enforcement guidelines expected early 2026 should bring greater clarity.

UK Antitrust Developments

A Recalibrated UK Regulator, Aligned with Growth Objectives

In 2025, the CMA adjusted both its tone and its priorities following the UK Government’s strategic steer and changes in its leadership. While the CMA continues to emphasize promoting competition and protecting consumers, it now frames its work more explicitly in terms of supporting economic growth. This has translated into greater selectivity in enforcement, clearer prioritization and an explicit commitment to faster and more proportionate outcomes.

The recalibration points to a regulator that is more conscious of the costs of intervention—particularly in mergers—while remaining prepared to act decisively where it sees clear harm to UK consumers or competition.

UK Merger Control: Flexibility and Restraint

UK merger control has seen the most visible shift. The CMA signaled greater willingness to step back from global transactions where UK-specific issues are minimal and effective remedies are imposed overseas. This new “wait-and-see” approach reduces the likelihood of duplicative UK intervention in multinational deals where the merger parties have limited UK presence.

The CMA has also reset its approach to remedies, moving away from a preference for structural divestments and being more open to behavioral and hybrid remedies.[10] Recent cases show the CMA is willing to resolve issues in Phase 1 and to align with other authorities on remedies.

Over the coming year, institutional reform may further reshape UK merger control. The government is consulting on whether to increase the influence of CMA staff over merger and market-investigation outcomes by abolishing the existing independent panel of decision makers and centralizing authority.

Companies should address UK merger risk early and systematically—by identifying UK issues upfront, coordinating across jurisdictions and developing credible non-divestment remedies where appropriate. While the CMA may be more open to negotiated outcomes, it will still intervene where UK interests are at stake, making early planning and execution discipline critical.

Consumer Protection: A New Enforcement Model with Material Upside Risk

The DMCC Act came into force this year and fundamentally changed UK consumer enforcement. The CMA can now take infringement decisions itself—instead of having to take defendants to court—and impose significant financial penalties of up to 10% of global turnover. This administrative model is designed to deliver faster, more visible enforcement and stronger deterrence.

The CMA has stated that it will initially prioritize the most egregious breaches, with particular attention to practices that exploit consumer vulnerability. It has made transparent pricing a strategic priority, launching a cross-economy review of online pricing practices and opening investigations across live events, services and retail. For boards, this is not a narrow legal issue. Pricing architecture, subscription models, cancellation mechanics and online choice design can be core to commercial strategy. Companies must be prepared to explain who owns consumer compliance across the customer journey, how digital experimentation is constrained by legal guardrails and what metrics are used to identify potential harm before it escalates into enforcement action.

Market Investigations: Sharper Focus and Increased Use of this Tool

The CMA is making greater use of market studies and investigations, particularly in consumer-facing sectors linked to cost-of-living pressures. In 2025, this included work on veterinary services, infant formula and private dentistry, continued monitoring of retail petrol prices and a market study into civil engineering focused on public infrastructure and economic growth. Market investigations are increasingly used to push for legislative reform and shape outcomes across whole sectors of the economy.

The CMA has signaled that it intends to rely more heavily on this tool as part of a more proactive and coordinated regulatory strategy. Companies should treat market studies as strategically significant events: early engagement, a clear evidence-based narrative on consumer outcomes and investment incentives, and coordinated regulatory and public-policy responses will be critical once a market study or investigation is launched.

Private Damages: Maturing Regime, Persistent Exposure

Collective proceedings—the UK version of class actions—continued to mature in 2025. Outcomes were mixed, with several high-profile claims failing at trial or at certification, reflecting more rigorous scrutiny of class representatives, funding arrangements and legal foundations. The Competition Appeal Tribunal took a closer interest in how settlements are structured and damages distributed.

Although new claims slowed during the year, uncertainty around litigation funding is easing, and new actions continue to be filed. Companies should assume collective actions—both follow-on and standalone—remain a live risk, and that procedural discipline and early assessment of litigation strategy are increasingly important.

China Antitrust Developments

Active Intervention in Below-Thresholds M&A Transactions

China’s antitrust authority SAMR has actively intervened in transactions below the Chinese filing thresholds, including by exercising its discretionary power to call in such transactions. This trend became particularly evident following the increase in Chinese filing thresholds in 2024. Since then, SAMR has intervened in at least five below-thresholds transactions, of which, three were approved with conditions, one was prohibited, and one remains pending. Notably, SAMR exercised its call-in power against Yongtong Pharmaceuticals/Huatai Pharmaceutical, a domestic pharmaceutical merger, nearly six years after the deal closed, ultimately issuing its first-ever unwinding order to a closed transaction. These five cases involved either semiconductors or pharmaceuticals, industries critical to China’s national economic interests and technological autonomy.

SAMR’s increased use of its call-in power creates significant uncertainty for transaction parties, particularly given that several aspects of the mechanism remain unclear, including evidentiary standards for a call-in, procedural rights and available judicial remedies for the relevant parties, and the statute of limitations on SAMR’s authority to review closed transactions. Companies should analyze potential substantive even for below-threshold deals.

Rising Personal Liability Risks

In 2025, SAMR imposed fines of RMB 500,000 (~$70,000) or RMB 600,000 (~$85,000) on individuals in two landmark cartel cases in the pharmaceutical industry, about half the maximum.

China introduced personal liability for anticompetitive agreements in the 2022 amendments to its Anti-Monopoly Law. SAMR can fine relevant employees up to RMB 1 million (~$140,000). Relevant employees include legal representatives, principal persons-in-charge, and other directly responsible personnel. These two cases were the first to apply this new provision.

Companies should pay particular attention to work their employees and agents do with groups of competitors. The law imposes liability up to RMB 5 million (~$704,000) for “organizing or providing substantial assistance to” other undertakings to reach anticompetitive agreements. In one of the two cases, SAMR imposed this maximum penalty on an individual (not an affiliated employee) who coordinated communications between competitors and leveraged industry resources and capital to facilitate price coordination.

Rulemaking: Toward Greater Enforcement Predictability?

In 2025, SAMR issued new guidelines to promote transparency, including:

• Antitrust Guidelines for the Pharmaceutical Sector;
• Discretionary Criteria for Administrative Penalties for the Illegal Implementation of Concentrations of Undertakings;
• Non-Horizontal Merger Review Guidelines;
• Draft Antitrust Compliance Guidelines for Internet Platforms; and
• Amendments to Provisions on Prohibition of Monopoly Agreements, which introduce a new safe harbor regime for vertical agreements, applicable to both RPM and non-price related vertical agreements.

SAMR also began publishing decision summaries for unconditional approvals in selected “typical” cases to provide greater insight into SAMR’s decision making.

Continued Antitrust Scrutiny of U.S. Firms Amid Geopolitical Tensions

During the larger part of 2025, as the trade geopolitical tensions intensified, SAMR launched and pursued investigations into several large U.S. firms, including NVIDIA, Google, DuPont and Qualcomm. Following the trade détente reached between Beijing and Washington at different points during 2025, including most recently in October 2025, these investigations have been either suspended or maintained at a lower profile. However, should trade tensions escalate again, SAMR may resume its assertive antitrust enforcement against U.S. companies as a retaliatory mechanism or strategic lever.

[1] Chairman Andrew N. Ferguson “Merger Guidelines” (February 18, 2025), available here.

[2] U.S. Department of Justice Office of Public Affairs, “Statement on Revocation of Biden-Harris Executive Order on Competition” (August 13, 2025), available here.

[3] For additional information, see our DEI-related risks article elsewhere in this memorandum.

[4] See Roger Alford, “The Rule of Law Versus the Rule of Lobbyists” (August 18, 2025), available here; Wall Street Journal, “Bondi Aides Corrupted Antitrust Enforcement, Ousted DOJ Official Says” (August 18, 2025), available here.

[5] Wall Street Journal, “Real-Estate Brokerages Avoided Merger Investigation After Justice Department Rift” (January 9, 2026), available here.

[6] For additional information, see our May alert memo on Washington, available here, and our June alert memo on Colorado, California, and New York, available here.

[7] For additional information, see our June alert memo available here.

[8] For additional information, see our December alert memo available here.

[9] For additional information on one such example, see our November alert memo available here.

[10] For additional information, see our November alert memo available here.