As the Trump administration's Department of Justice (DOJ) Antitrust Division and Federal Trade Commission (FTC) leadership settle into their new roles, antitrust practitioners are closely watching how merger enforcement may evolve under the renewed Republican leadership. While the first Trump administration largely followed established antitrust enforcement practices, it also pursued a few high-profile and unconventional cases, including the DOJ's first litigated vertical merger challenge in decades, AT&T–Time Warner. As the DOJ and FTC navigate evolving markets and complex transactions, the balance between traditional enforcement and innovative legal theories remains central. Early actions and policy statements suggest a cautious yet adaptive stance.
The current Trump administration has appointed key figures to the DOJ Antitrust Division and the FTC who bring a blend of traditional enforcement experience and market-oriented perspectives. These leaders have emphasized a commitment to rigorous antitrust enforcement while expressing openness to remedies and promising transparency and procedural fairness.
Early enforcement actions and public statements suggest a careful recalibration rather than a wholesale shift away from Biden-era enforcement policies, balancing skepticism toward unnecessary regulatory burdens with recognition of the evolving landscape of competition. Practitioners and stakeholders should anticipate continued focus on industries such as technology, healthcare, and telecommunications, where consolidation and market dynamics raise complex antitrust questions.
What Stays the Same?
The New HSR Rule
The newly implemented Hart-Scott-Rodino (HSR) rule, which took effect on February 10, 2025, represents the most significant revision to premerger notification requirements since the HSR Act was enacted in 1976. The FTC passed the new HSR rule in October 2024 with unanimous bipartisan support. Despite the change in administration, the rule is likely to remain a stable feature of merger review for the foreseeable future. When the rule went into effect, FTC Chairman Andrew Ferguson took to social media to reiterate his support for the rule, posting that the "updates were long overdue" and that the changes were "the product of bipartisan consensus and will allow [the FTC] to find anticompetitive mergers efficiently, while more quickly getting out of the way of deals that will benefit the American people."1
But consistent with the theme of stability and strategic shifts, Ferguson later noted during a speech, "if, over the course of time, it becomes clear that the information that they require companies to turn over isn't useful, or it becomes clear that the burden, the cost, isn't justified by the benefit, Gail Slater at DOJ and I can put our heads together and come up with potential reforms."2
Although the final version of the rule is less burdensome than what former FTC Chair Lina Kahn originally proposed, it still significantly increases the time, effort, and resources required to prepare a filing. The new rule requires parties to submit more detailed disclosures, including narrative explanations of transaction rationale, strategic overlaps in products or supply chains, identities of key officers, directors, and minority investors, as well as top customer lists and other pertinent ordinary‑course documents.3
These new requirements will likely delay deal timelines, especially for complex transactions, and could expose more deals to antitrust scrutiny early in the process. Companies should plan well in advance and engage antitrust counsel earlier to navigate the heightened filing obligations and avoid costly delays or noncompliance.
The 2023 Merger Guidelines
Despite speculation that the 2023 Merger Guidelines would be withdrawn under the second Trump administration, both the DOJ and FTC have reaffirmed their commitment to the 2023 Merger Guidelines as the guiding framework for merger review. On February 18, 2025, Chairman Ferguson and then acting Assistant Attorney General (AAG) of the Antitrust Division, Omeed Assefi, issued memoranda to their staff instructing them to continue using the 2023 guidelines to inform their merger analysis. Ferguson wrote, "Insofar as there is any ambiguity, let me be clear: the FTC's and DOJ's joint 2023 Merger Guidelines are in effect and are the framework for this agency's merger-review analysis." However, both Ferguson and Assefi noted that the guidelines are "not perfect," and the agencies will consider changes as needed.4
This continued reliance on the 2023 Merger Guidelines means that deal planning and risk assessment should remain aligned with the more expansive analytical framework introduced during the Biden administration. Parties should be prepared to address potential concerns related not only to traditional measures of market concentration, but also to labor market impacts, vertical integration, and patterns of serial acquisitions. Narrative support, robust economic analysis, and early preparation and review of internal documents remain critical in anticipating agency scrutiny. While modest revisions to the guidelines may be introduced over time, the current agency leaderships' embrace of stability suggests that sudden policy reversals are unlikely.
What is New?
Early Termination Is Back
The revised HSR Rule also brought with it the return of early termination, which, when granted, allows merging parties to close their deals before the end of the 30-day waiting period. The FTC suspended early termination in 2021 citing the "transition to the new Administration and the unprecedented volume of HSR filings."5 Chairman Fergerson stated that the return of early termination was the result of negotiations made when passing the new HSR rule, noting that "the benefits of early termination are obvious. It reduces financing costs associated with the delay inherent in premerger review, and it allows companies and consumers to realize the benefits of procompetitive mergers more quickly."6 Since the suspension was lifted, the FTC has granted Early Termination in over 100 cases.7
No More Warning Letters
In a recent speech, then-Deputy Assistant Attorney General Bill Rinner stated the DOJ will no longer send "scarlet" letters warning parties that they "close at their own risk." He noted that, "such letters reflect a sorry state of counseling if clients mistakenly believe that expiration of the statutory waiting period constitutes 'clearance' or 'approval' of a transaction. Some commentators may miss this distinction, but we don't, and neither do well-counseled clients."8 In other words, parties should already understand that even when the DOJ lets the waiting period expire, thereby allowing the transaction to close, it does not mean the deal has been approved, and the enforcers can later challenge a transaction (though they rarely do, but see FTC v. Meta and DOJ v. Google).
A Renewed Openness to Remedies (Although the Preference for Structural Remedies Remains)
The DOJ and FTC have both emphasized a renewed commitment to remedies. By the latter half of the Biden administration, both the DOJ and FTC had expressed strong skepticism about the effectiveness of remedies and established informal policies not to enter consent decrees in merger investigations,9 causing parties to consider a "fix-itfirst" approach and other creative means of avoidance.
Department of Justice
Even before her confirmation, Abigail Slater, now AAG for the Antitrust Division, signaled openness to remedies, stating, "I expect we may take a different approach than the prior Antitrust Division on settlements in merger cases where effective and robust structural remedies can be implemented without excessively burdening the Antitrust Division's resources."10
In his speech, Rinner reaffirmed the DOJ commitment to merger remedies in appropriate cases and reiterated a strong preference for structural remedies. Rinner explained that "structural relief is preferred based on practical considerations and learned experience rather than staid ideological commitments." Rinner warned merging parties not to attempt to disguise behavioral remedies as structural ones "through costly legal alchemy," assuring merging parties and their counsel that "[m]arket fundamentals, not labels, will inform the Division's analysis." But even after emphasizing the preference for, and effectiveness of, structural remedies, Rinner went on to say that although structural remedies are an "efficient default ... a default—like a legal presumption—is not a bright line rule."11
Rinner also emphasized that parties can always "address competitive concerns upfront" before bringing the deal to the enforcers, stating that such "fix it first proposals are welcome." But he clarified that the parties should fix the deal (i.e., solve competitive issues) before they notify the transaction under the HSR Act. He criticized the previous administration for allegedly engaging in what AAG Slater has referred to as "shadow decrees," where parties have "filed an HSR, engaged with the Division, and based on concerns expressed by the agencies, been instructed to divest and file new HSRs for the original transaction, plus the divestiture deal." Essentially, Rinner indicates that merging parties are always free to file clean deals, which is not controversial. In some cases, however, it may be difficult for merging parties to anticipate and address upfront all the competitive concerns the agencies may have with a proposed transaction.
The DOJ has already put words into action, accepting remedies in two merger cases. In its first merger settlement under the new administration, the DOJ agreed to allow Keysight to proceed with its $1.5 billion acquisition of Spirent subject to a divestiture of certain assets.12 The DOJ touted the settlement as an example of effective and efficient merger enforcement that protects the American people and promotes business. Rinner notes that the settlement "exemplifies the Division's continued preference for structural relief and the nuanced protections we will impose to ensure their success." He emphasized that the Division favors clean divestitures to upfront buyers with a strong incentive and ability to compete.
A few weeks later, the DOJ announced that it had reached a settlement in the Safran–RTX Aerospace deal, again allowing the acquisition to proceed subject to certain divestitures. Slater said in a statement that the remedy fixes an otherwise harmful merger by requiring a divestiture to "an established provider in the aerospace industry."13
Federal Trade Commission
Similarly, the FTC is already inking merger settlements. In May, the FTC approved Synopsys, Inc.'s $35 billion purchase of software tool Ansys subject to certain divestitures. The order required Synopsys to divest two business lines and Ansys to divest one business line to Keysight Technologies.14 Accompanying the announcement of the consent, Ferguson explained the role that remedies will play under his leadership: In certain cases, a settlement is the best outcome, and if a settlement can effectively remedy any anticompetitive effect, it can protect the American people while also promoting innovation and growth. Notably, in contrast to Rinner's statement welcoming parties to fix it first, Chair Ferguson warns that this approach "may sound like a good approach, but it involves serious risks. For example, the parties may craft and execute their own remedies beyond the oversight and involvement of the Commission. Those remedies may not be adequate to address fully the competitive problems... but may be sufficient to make litigation challenging the 'fixed' merger difficult or impossible."15
The FTC also agreed to a less conventional consent decree in the case of Omnicom Group's proposed acquisition of The Interpublic Group of Companies. The FTC acknowledged that the merger firm "will be the world's largest media buying advertising agency."16 But the FTC approved the merger subject to a behavioral remedy that prohibits "Omnicom and IPG from entering into or maintaining any agreement or practice that would steer advertising dollars away from publishers based on their political or ideological viewpoints."17 Although the remedy may be considered unconventional and inconsistent with the preference for structural remedies, it is consistent with the Chairman's position that content suppression is an antitrust issue and a top priority for the FTC. Even as Commissioner during the Biden administration, Ferguson expressed concerns about content suppression and wrote that the FTC "should use all the tools [it has]" to ensure Americans can engage in "robust public debate on issues of national importance."18 And in February, Chairman Ferguson issued a public Request for Information seeking to better understand whether and how technology platforms deny or degrade users' access to services based on the content of their speech or affiliations.
Conclusion
So far, merger enforcement under the Trump administration appears to be a balancing act between continuity and evolution. It is also worth noting that the Trump administration is still litigating cases that were brought under the Biden administration, including a series of merger cases, the DOJ's monopolization cases against Google Ad Tech and Apple, as well as the FTC's cases against Amazon and the three largest pharmacy benefit managers. Observing how these cases unfold will offer additional insight into the administration's priorities, what acceptable remedies look like, and how parties can effectively advocate before the agencies. At this point, it seems safe to say that early preparation, informed risk assessments, and innovative remedy proposals will be critical for navigating mergers under the Trump administration.
Footnotes
1. @AFergusonFTC, X (Feb 10, 2025, 7:10 PM), https://x.com/AFergusonFTC/status/1889104725624168453?mx=2.
2. 2Andrew Ferguson, Chairman Fed. Trade Comm'n, Remarks at Free State Foundation 17th Annual Policy Conference, New Directions in Competition and Consumer Protection Policies (Mar. 25, 2025), https://ia800706.us.archive. org/35/items/fsfconf17/02_Andrew_Ferguson.TRANSCRIPT.pdf.
3. Lee F. Berger, Final HSR Rule Announced: New Requirements and Elevated Compliance Standards for Merger Filings StepAhead: Antitrust & Competition Insights (Oct. 28, 2024), https://www.steptoe.com/en/news-publications/stepahead-antitrust-and-competition-insights/ final-hsr-rule-announced-new-requirements-and-elevated-compliance-standards-for-merger-filings.html.
4. 4Memorandum from Chairman Andrew N. Ferguson to FTC Staff Regarding Merger Guidelines (Feb. 18, 2025), https://www.ftc.gov/system/files/ftc_gov/pdf/ferguson-memo-re-merger-guidelines.pdf; Memorandum from Acting AAG Omeed Assefi to DOJ Antitrust Division Staff Regard- Antitrust Trends | Vol. 4, No. 1, Summer 2025 10 ing Use of the 2023 Merger Guidelines (Feb. 18, 2025), https://www.justice.gov/atr/media/1389861/dl?inline.
5. Press Release, U.S. Fed. Trade Comm'n, FTC, DOJ Temporarily Suspend Discretionary Practice of Early Termination (Feb. 4, 2021). https://www.ftc.gov/news-events/news/ press-releases/2021/02/ftc-doj-temporarily-suspend-discretionary-practice-early-termination.
6. Concurring Statement of Commissioner Andrew N. Ferguson In the Matter of Amendments to the Premerger Notification and Report Form and Instructions, and the Hart-Scott-Rodino Rule 16 C.F.R. Parts 801 and 803 (Oct. 10, 2024), https://www.ftc.gov/system/files/ftc_gov/pdf/ ferguson-final-hsr-rule-statement.pdf.
7. 7U.S. Fed. Trade Comm'n, Legal Library: Early Termination Notices, https://www.ftc.gov/legal-library/browse/earlytermination-notices (last visited June 27, 2025).
8. Bill Rinner, Deputy Assistant Attorney General DOJ Antitrust Division, Remarks to the George Washington University Competition and Innovation Lab Conference Regarding Merger Review and Enforcement (June 4, 2025), https:// www.justice.gov/opa/speech/daag-bill-rinner-delivers-remarks-george-washington-university-competition-and (“Rinner Speech”). Rinner left the DOJ in July 2025.
9. Holly Vedova, Former Director, Fed. Trade Comm'n Bureau of Competition, Remarks at 12th Annual GCR Live: Law Leaders Global Conference (Feb. 3, 2023), https://www.ftc.gov/ news-events/news/speeches/remarks-holly-vedova-12th-annual-gcr-live-law-leaders-global-conference; Jonathan Kanter, Former Assistant Attorney General, DOJ Antitrust Division, Remarks to the New York State Bar Association Antitrust Section (Jan. 24, 2022), https://www.justice.gov/archives/ opa/speech/assistant-attorney-general-jonathan-kanter-antitrust-division-delivers-remarks-new-york.
10. Nomination of Abigail Slater to be the Assistant Attorney General for the Antitrust Division of the DOJ: Hearing Before the S. Comm. on the Judiciary, 119th Congress (Feb. 12, 2025, questions for the record by Sen. Grassley, Chairman S. Comm. on the Judiciary), https://www.judiciary.senate.gov/ imo/media/doc/2025-02-12_-_qfr_responses_-_slater.pdf.
11. Rinner Speech, supra n.9.
12. Press Release, U.S. Dep't of Justice, Justice Department Requires Keysight to Divest Assets to Proceed with Spirent Acquisition (June 2, 2025), https://www.justice.gov/opa/ pr/justice-department-requires-keysight-divest-assets-proceed-spirent-acquisition.
13. Press Release, U.S. Dep't of Justice, Justice Department Requires Safran to Divest Assets to Proceed with Acquisition of Raytheon Assets (June 17, 2025), https://www.justice.gov/opa/pr/justice-department-requires-safran-divest-assets-proceed-acquisition-raytheon-assets
14. Press Release, U.S. Fed. Trade Comm'n, FTC to Require Synopsys and Ansys to Divest Assets to Proceed with Merger (May 28, 2025), https://www.ftc.gov/news-events news/press-releases/2025/05/ftc-require-synopsys-ansys-divest-assets-proceed-merger.
15. Statement of Chairman Andrew N. Ferguson Joined by Commissioner Melissa Holyoak and Commissioner Mark R. Meador In the Matter of Synopsys, Inc. / Ansys, Inc. (May 28, 2025), https://www.ftc.gov/system/files/ftc_gov/pdf/synopsys-ansys-ferguson-statement-joined-by-holyoak-meador.pdf.
16. ress Release, U.S. Fed. Trade Comm'n, FTC Prevents Anticompetitive Coordination in Global Advertising Merger (June 23, 2025), https://www.ftc.gov/news-events/news/ press-releases/2025/06/ftc-prevents-anticompetitive-coordination-global-advertising-merger?utm_source=govdelivery.
17. Statement of Chairman Andrew N. Ferguson In the Matter of Omnicom Group / The Interpublic Group of Cos. (June 23, 2025), https://www.ftc.gov/system/files/ftc_gov/pdf/omnicom-ipg-ferguson-statement_0.pdf.
18. Concurring Statement of Commissioner Andrew N. Ferguson FTC v. 1661, Inc. d/b/a GOAT (Dec. 2, 2024), https://www.ftc.gov/system/files/ftc_gov/pdf/ferguson-goat-concurrence.pdf.
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