Executive Summary
- What is new: Merger control is becoming increasingly more complex as policy and geopolitical priorities shift across the globe.
- Why it matters: These developments increase the unpredictability of multijurisdictional merger reviews, but can also introduce new opportunities for dealmakers.
- How to navigate: Adopt a holistic cross-border strategy in line with the agencies’ priorities, anticipate the contours of potential remedies where appropriate and align transaction timelines to effectively navigate the evolving regulatory landscape.
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Geopolitics is redesigning global merger control:
- The growing interplay between competition and noncompetition policies requires a strategic and comprehensive approach.
- Nonreportable transactions face a heightened risk of discretionary review. The risk of being “called in” requires careful consideration of closing conditions and deal timetable.
- Increased pragmatism on remedies, including structurally complex carve-out and behavioural remedies, creates opportunities for swifter resolutions.
- A renewed growth and investment focus in some jurisdictions has prompted procedural changes that aim to reduce the regulatory burden and expedite reviews.
- Businesses can navigate this evolving landscape by considering merger control issues early and adopting a cross-border strategy that is attuned to the agencies’ evolving priorities.
Merger Reviews Become More Complex as Agencies Pursue Broader Objectives
With the rise of economic nationalism, antitrust agencies are facing growing political pressure to factor industrial policy and other domestic goals into their enforcement agendas and assessments. These goals include:
- Promoting economic growth.
- Maintaining competitive labor markets.
- Encouraging national champions.
- Advancing priorities such as national competitiveness, defense, investment and sustainability.
Political agendas differ by jurisdiction, making managing multijurisdictional reviews ever more complex and increasing the potential for divergence.
While the push for economic growth in many jurisdictions may oil the wheels of some complex transactions in strategic sectors, antitrust agencies have committed to continue aggressive merger control enforcement more generally.
United States: Antitrust enforcers at both the U.S. Federal Trade Commission (FTC) and U.S. Department of Justice (DOJ) have offered their visions of what antitrust enforcement looks like under President Donald Trump’s “America First” agenda.
FTC Chairman Andrew Ferguson has explained that antitrust enforcement should serve broader national interests while Gail Slater, the assistant attorney general of the DOJ Antitrust Division, has advocated for enforcement over regulation and argued that individual liberty should be protected “from both government and corporate tyranny.”
While the new heads of the U.S. agencies have thus far generally pursued traditional theories of harm, in June 2025, the FTC challenged a merger of two advertising holding companies on the basis of a novel horizontal theory that the merger would increase the risk of coordinated action by advertising agencies against politically disfavored publishers.
The FTC ultimately approved a behavioral settlement that prevents the combined entity from engaging in politically motivated advertising boycotts, a remedy that is unlikely to be mirrored in other reviewing jurisdictions such as the EU and U.K., with Chair Ferguson explicitly stating that “investigating and policing censorship practices that run afoul of the antitrust laws is a top priority of the Trump-Vance FTC.”
United Kingdom: The Labour government, elected in July 2024, delivered its strategic steer to the Competition Markets Authority (CMA) in May 2025, with a clear message that it expects the agency to support its pro-growth agenda by being more proportionate and predictable.
In line with this push, the CMA recently approved a merger in the mobile telecommunications sector on the basis of complex behavioral remedies that promised efficiencies and innovation by improving the quality of mobile networks and accelerating the deployment of 5G mobile network technology through an investment plan.
Other jurisdictions are following suit: In April 2025, Turkey approved a transaction in the automotive sector with its first-ever investment remedies.
European Union: Meanwhile, the European Commission (EC) is carrying out a comprehensive update of its merger guidelines to reflect changing market dynamics and priorities such as resilience, sustainability and innovation. The revised guidelines are expected to outline the extent to which the EC may accept claims that wider merger benefits can offset any alleged harm in key sectors such as energy and defense, an argument the EC has traditionally resisted.
This initiative follows EC President Ursula von der Leyen’s direction to Competition Commissioner Teresa Ribera for a “new approach to competition policy” to support EU competitiveness, which gives greater weight to innovation and resilience and is better geared to EU objectives such as climate neutrality.
Asia Pacific: The use of antitrust laws to advance industrial policy goals is common in Asia and increasing. Companies may also need to assess whether geopolitical tensions could increase the risk of extensive remedies or extended reviews.
However, recent conditional clearances by China’s State Administration for Market Regulation (SAMR) of Synopsys’ acquisition of Ansys and Bunge’s acquisition of Viterra have demonstrated that even complex deals can still get through in the current geopolitical environment.
Increased Flexibility on Remedies To Resolve Substantive Concerns
Recent cases and statements have signaled further openness to merger remedies, including complex solutions, as agencies in some jurisdictions adopt a more pragmatic and business-friendly approach. This realignment not only opens the door for more clearances but also increases the scope for global coordination on remedies. For example, the acquisition by aerospace company Safran of Collins Aerospace was recently approved on the basis of essentially the same remedy package in the U.S., U.K. and EU.
United States: The current DOJ and FTC leadership have made clear that, unlike in the Biden era, they are open to addressing antitrust concerns through settlements that clearly resolve antitrust concerns. In the span of just a few weeks, the U.S. agencies announced the clearance of six separate transactions subject to remedies:
- Four involved structural divestments.
- The fifth mixed a structural divestment with a behavioral license agreement.
- The sixth — the advertising holding company merger referenced above — was a pure behavioral remedy (although Chair Ferguson stressed that the alleged history of collusion in the industry made this a “rare instance where the imposition of a behavioral remedy is appropriate,” and that the remedy was not a sign that behavioral solutions are more likely to be accepted more generally).
Chair Ferguson also promised a policy statement on the role of remedies in due course.
United Kingdom: The CMA has signaled a shift away from its long-standing preference for structural commitments in the form of stand-alone divestitures as opposed to behavioral and more complex solutions. CMA chief executive Sarah Cardell stated in a speech on November 21, 2024, that “every deal capable of being cleared either unconditionally or with effective remedies should be” and, since then, the CMA has accepted a novel investment remedy at Phase 2 as well as complex carve-out and licensing remedies at Phase 1. The increased flexibility at Phase 1 may mean that fewer transactions face the delay and uncertainty of an in-depth Phase 2 investigation (Notably, the CMA has not referred any transaction to Phase 2 since November 2024). Reflecting its new approach, the CMA plans to consult on proposed revised merger remedies guidance later this year. This repositioning brings the CMA more in line with the EC, which has traditionally been willing to accept complex and behavioral solutions.
Asia Pacific: SAMR has shown continued preference of behavioral remedies, and agencies in other jurisdictions are increasingly receptive to such solutions.
Jurisdictional Uncertainty Continues as Agencies Focus on Catching the Right Transactions
A growing number of jurisdictions are seeking to strengthen their power to review “killer acquisitions” and other potentially anticompetitive transactions that fall outside of traditional notification thresholds.
European Union: New or strengthened call-in powers in certain EU member states allow for more national reviews and case referrals to the EC. A number of agencies already have these powers (including Cyprus, Denmark, Hungary, Ireland, Italy, Latvia, Lithuania, Slovenia and Sweden), while others are in the process of introducing them (such as Belgium, the Czech Republic, France and the Netherlands) or have alternative rules (such as a transaction value threshold in Austria and Germany).
Call-ins are varied in scope and application. Many can be applied long after a deal has been announced (creating a risk of call-in from late-surfacing complaints) and can have suspensive effect (blocking a deal that has not yet closed pending the review). In parallel, agencies have become more active in using non-merger antitrust rules (Article 101 and/or 102 of the Treaty on the Functioning of the European Union and/or national equivalents) to review below-threshold transactions post-completion.
The powers to investigate below-threshold transactions vary across jurisdictions, meaning that businesses face unpredictability and fragmentation. The EC’s ability to review transactions referred by national agencies using their below-threshold call-in powers is being challenged in an appeal pending before the EU’s first instance court. For now, it remains unclear whether the EC will make any changes at the EU level.
United Kingdom: In contrast, the CMA gained a new threshold at the start of the year aimed at capturing killer acquisitions and other transactions that do not involve direct competitors, which further broadens its jurisdiction. Shortly afterward, in line with the U.K. government’s goals of increasing predictability for businesses, the CMA issued draft guidance designed to clarify its ability to review transactions. As the CMA has limited scope to change how the relevant legal tests are applied, the U.K. government has promised proposed legislative changes in the coming months to address the current uncertainty on the share of supply and material influence jurisdictional tests in the U.K.
At the same time, the CMA clarified that it is less likely to prioritize for investigation transactions that only concern markets that are broader than the U.K. Instead, it may wait and see if action taken by other international agencies can resolve U.K. concerns. While this may reduce the burden of duplicative investigations in some cases, it injects a further layer of uncertainty into the jurisdictional assessment and transaction timing where there is a risk of the CMA opening an investigation at a later stage.
Asia Pacific: Agencies in this region are also concerned about transactions falling below the radar. China’s SAMR can review nonreportable transactions and has started requesting notifications of nonreportable foreign-to-foreign transactions where SAMR believes there may be competition concerns, which may take the form of either (1) issuing an official notice requesting the parties to file or (2) encouraging the parties to file voluntarily after a few rounds of informal inquiries. India also introduced a new transaction value threshold in 2024. Meanwhile, Australia is moving from a voluntary to a mandatory and suspensory regime to align with other key jurisdictions, although the new merger regime does not provide the call-in powers requested by the Australian agency.
The Need for Speed Leads to More Efficient Merger Processes
The focus on enhancing growth is also leading to procedural changes aimed at increasing the efficiency of merger reviews in many jurisdictions.
United States: U.S. agencies have reinstated the practice of granting early termination of the Hart-Scott-Rodino (HSR) waiting period for transactions that clearly do not raise antitrust concerns, and emphasized that they will avoid unwarranted procedural delays that they allege chilled M&A activity in the previous administration. At the same time, merging parties now face a new HSR filing form that significantly increases the scope of disclosure requirements and the burden of producing documents. This has increased filing preparation time for merging parties, although the agency heads have argued that it could lead to more efficient reviews.
United Kingdom: Procedural changes are also underway in the U.K., where the CMA in June 2025 introduced shorter targets for prenotification and Phase 1 reviews, following separate reforms brought in last year to enhance engagement and efficiencies in the Phase 2 review process. More generally, both the U.K. and the U.S. agency heads have also committed to increasing transparency and communication in merger reviews.
European Union: The EC, meanwhile, has pledged to simplify and reduce the reporting burden, and cut the “red tape” across legislation, with its Competitive Compass reiterating the need for clear and predictable merger enforcement in order to incentivize companies to innovate and become more efficient.
Other jurisdictions are also expediting review processes. For example, India last year reduced its overall merger review timeline from 210 days to 150 days and Brazil is incorporating artificial intelligence elements into its review of simple cases with the aim of issuing decisions in up to three days.
Navigating the Evolving Landscape
The recent and profound shift in the way that agencies approach merger control requires an early, tactical and informed approach to transaction planning.
- Advocacy may need to cover both competition and noncompetition benefits, taking account of differences among jurisdictions. Any procompetitive features of a transaction should be clearly identified and evidenced, particularly where they support domestic goals such as growth and innovation.
- To take advantage of the increasing flexibility on remedies, companies may want to be prepared to offer robust solutions at an early stage of the proceedings that will comprehensively address antitrust concerns.
- Companies should consider identifying factors that might make a transaction more likely to be called in for merger review or impacted by geopolitical tensions, such as strategic sectors or innovative targets.
- Other prudent approaches include accounting for different transaction timelines in multijurisdictional transactions, including accelerated clearances in some jurisdictions and extended reviews in others.
Professional support lawyer Elizabeth Malik contributed to this article.
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