Antitrust & Competition Technology Update Q2 2025

The second quarter of 2025 was marked by major transactions, high-stakes litigation, and shifting regulatory frameworks. In the United States, deals such as Salesforce/Informatica and Hewlett Packard Enterprise (HPE)/Juniper Networks highlight how enforcers are recalibrating their approach to vertical integration, remedies, and political influence, while the surge of acquihire transactions in artificial intelligence (AI) demonstrates how dealmaking is evolving to capture scarce talent outside traditional reportable transaction structures. At the same time, landmark litigation in the US against Google — spanning adtech, search, and app distribution — underscores the judiciary's growing willingness to confront entrenched digital platforms with structural remedies. Across the Atlantic, the European Commission has intensified enforcement under the Digital Markets Act (DMA), launched its first labor market cartel case, and opened consultations to overhaul merger guidelines with a stronger focus on innovation and ecosystem effects. Together, these developments illustrate a rapidly shifting enforcement environment in which both US and EU authorities are testing new theories, new tools, and new remedies, creating a dynamic landscape for technology, AI, and digital-platform markets.

M&A

Q2 2025 delivered a series of US M&A developments that highlight both continuity and change in antitrust enforcement under the Trump administration. Combinations like Salesforce/Informatica and HPE/Juniper illustrate how regulators are approaching vertical adjacency and remedies — sometimes in unconventional ways — while simultaneously navigating political influence and legacy investigations. At the same time, novel deal structures such as Google's acquihire arrangement underscore how leading AI firms are reshaping the transactional landscape to secure talent, often outside the scope of the filing requirements of the Hart-Scott-Rodino (HSR) Antitrust Improvements Act. Together, these cases provide an early read on how enforcers intend to balance pragmatism, remedies, and scrutiny of nontraditional transactions in technology markets.

Salesforce/Informatica

On May 27, 2025, Salesforce announced a definitive agreement to acquire Informatica for approximately $8 billion in cash. Strategically, the deal extends Salesforce's data plumbing — cataloging, integration, governance — underpinning its Agentforce and other AI initiatives. From an antitrust perspective, the transaction raises questions because Salesforce holds a dominant position in customer relationship management (CRM) software. Informatica's data integration and governance tools could represent a vertical complement to Salesforce's CRM stack.

Under the prior administration, such a combination may have been pulled into a prolonged theory-of-harm exploration focused on whether Salesforce could leverage its CRM dominance to foreclose rivals through its control of data integration. However, while the deal presents vertical elements, there does not appear to be any obvious, traditional competition concerns. If that proves correct, the most telling aspect of this transaction will be how long regulators take to clear the deal, which could be a signal of how the Trump administration's Department of Justice (DOJ) and Federal Trade Commission intend to handle vertical matters going forward.

HPE/Juniper — Settlement and Controversy

In January 2025, the DOJ sued to block HPE's $14 billion acquisition of Juniper Networks. On June 27, 2025, the DOJ Antitrust Division filed a proposed final judgment and announced a settlement that would allow closing, subject to conditions. The case has a somewhat convoluted procedural history. The deal was announced in January 2024, and the investigation was conducted primarily under the prior administration. The decision to challenge the deal was made by the acting assistant attorney general, Omeed Assefi, while the Trump administration's nominee to head the division , Gail Slater, awaited confirmation.

The complaint was notable in that the parties' market shares were relatively low. The later-published DOJ Competitive Impact Statement indicated that HPE's share in the relevant market was 15% to 17% and Juniper's was 7% to 9%. Even under the DOJ's alleged market definition, the combined share did not reach the 30% threshold that triggers a structural presumption of competitive harm.

The remedy itself was also unusual. First, the divestiture appears to consist of less than one of the parties' full competitive businesses. HPE was required to divest only its Instant On wireless local-area network (WLAN) business, not its entire enterprise-grade WLAN business that competed in the market alleged in the complaint. Second, the decree requires Juniper to license its WLAN software to one or more third parties, enabling them to compete in the market. While DOJ leadership has emphasized a renewed willingness to accept remedies, they have also insisted that remedies would follow traditional principles — favoring structural remedies (divestitures) over behavioral ones (licensing, ongoing obligations).

One explanation for this outcome is political influence. Press reporting has highlighted intense lobbying surrounding the deal and noted that two senior officials, Roger Alford and Bill Rinner, were dismissed during this period amid disputes about political interference. Historically, antitrust enforcers have prided themselves on independence from lobbying and political considerations, even if those pressures are not entirely absent in practice. The reporting suggests that the lobbying by the parties and intervention by political appointees outside the DOJ's Antitrust Division, including Attorney General Pam Bondi, may have shaped the remedy. However, an alternative, or perhaps additional explanation for the unconventional outcome, is that the deal was a holdover from the last administration, challenged by an interim leader on weak facts, leaving the DOJ with a compromised litigation posture once Slater took office.

Regardless of the exact mix of causes, the antitrust bar is closely watching the HPE/Juniper outcome. Observers will be monitoring whether future DOJ cases demonstrate further influence from outside the Antitrust Division or whether this settlement proves to be an outlier driven by unusual procedural and political circumstances.

OpenAI/Windsurf and the Rise of the Acquihire

In early May 2025, reports surfaced that OpenAI had agreed to acquire AI coding startup Windsurf for approximately $3 billion. According to reports, however, OpenAI was unable to execute the acquisition due to conflicts with its largest investor, Microsoft. The day after OpenAI's exclusivity period with Windsurf ended, Google promptly announced that it would hire Windsurf's CEO and key R&D staff and license certain Windsurf technologies, with multiple outlets valuing the package at roughly $2.4 billion.

This structure — hiring core talent combined with nonexclusive intellectual property licensing while stopping short of acquiring corporate control — parallels a growing number of acquihire deals in the AI sector, including Microsoft/Inflection and Google/Character.AI. Google's $14 billion purchase of a 49% stake in Scale AI reflects a related, though slightly different, approach. A common feature of all these transactions is that they avoided HSR reportability in the United States, enabling the leading AI firms to move quickly in what has become an arms race for the most coveted input in the industry: talent.

Yet despite their HSR non-reportability, US antitrust agencies can, and apparently have begun to, investigate acquihire deals to assess whether their structures were designed to evade HSR filing obligations and, regardless of intent, whether they reduce competition. Reports indicate that the agencies have opened inquiries into Microsoft/Inflection and Google/Character.AI. An opinion piece by former DOJ antitrust head Jonathan Kanter argues that acquihires, though structurally distinct from traditional mergers, can nonetheless neutralize competition by absorbing key talent. The article urges regulators to evaluate "substance, not form." Taken together, these developments suggest that acquihires, once seen as a regulatory gray zone, are increasingly likely to face the same substantive scrutiny as full-scale mergers.

Google Ad Tech Ruling

In a landmark decision issued on April 17, 2025, U.S. District Judge Leonie Brinkema found that Google violated sections 1 and 2 of the Sherman Antitrust Act by illegally monopolizing two distinct components of the open web advertising ecosystem: publisher ad servers and ad exchanges. The court determined that Google had "willfully acquired and maintained monopoly power" through product tying, exclusionary auction mechanisms — such as "First Look," "Last Look," and "Unified Pricing" — and restrictive contractual terms that effectively forced publishers to adopt both DoubleClick for Publishers and Google Ad Exchange to access premium ad inventory. This behavior significantly harmed publishers, stifled competition, and inflicted broader harm on consumers of online content. Notably, District Judge Brinkema declined to find that Google monopolized the "advertiser-side ad network" market, narrowing the ruling's scope. The court's decision sets the stage for a forthcoming remedies phase, with hearings already scheduled to determine whether structural separation — such as divestiture of Google Ad Manager — or other remedies are warranted.

This ruling comes on the heels of other high-profile defeats for Google in court. In late 2024, a different federal judge found the company had illegally maintained its monopoly over general search, a case brought by the DOJ that echoed the Microsoft litigation of the 1990s. And earlier in 2025, Google lost key portions of the Epic Games app store litigation, in which courts determined that aspects of its Play Store policies were unlawfully exclusionary and anticompetitive. Together, these cases paint a picture of mounting judicial skepticism toward Google's business practices across multiple markets.

With back-to-back losses in the search, app store, and adtech cases, Google now faces antitrust exposure on three fronts simultaneously, each striking at a different pillar of its digital empire. The cumulative effect is a regulatory environment that is not only more hostile to Google but also far more willing to entertain structural remedies than at any point since the Microsoft case. Even if appeals delay final outcomes, the trio of rulings has already reshaped perceptions of Google's dominance, emboldened regulators and rivals, and raised the real possibility that courts could force a breakup of parts of its business.

DMA Enforcement and Legal Challenges: Apple and Meta Go to Battle With the European Commission

Fines for DMA Infringements

In April 2025, the European Commission imposed its first-ever fines under the Digital Markets Act (DMA), penalizing Apple €500 million and Meta €200 million for failing to comply with their respective gatekeeper obligations. The decisions, which followed extensive 13-month investigations, represent the commission's determination to rigorously enforce the DMA despite political tensions with the Trump administration over Europe's stance on US-based Big Tech companies.

Apple's penalty stemmed from alleged violations of Article 5(4) of the DMA, which requires gatekeepers to allow business users to communicate and promote offers to end users. The commission found that Apple imposed limitations that prevented app developers to benefit from alternative distribution channels outside the App Store. In response, Apple updated its App Store terms to comply with anti-steering rules in June. In parallel, Apple appealed the fine in July on grounds that the commission's decision goes beyond what the law requires and is confusing for developers and bad for users.

Meta's alleged violation centered on Article 5(2) of the DMA, which prohibits gatekeepers from combining end users' personal data across its services (or those of third parties) without user consent. The commission determined that Meta's binary "pay or consent" model failed to offer users a genuine alternative to personalized advertising that uses less personal data while remaining functionally equivalent to the full service. Meta has since indicated that it would appeal the commission's decision.

Google Faces DMA Scrutiny

In March 2025, the European Commission delivered preliminary findings against Alphabet, Google's parent company, regarding two services for which it has been designated a gatekeeper. The investigation revealed two alleged compliance failures: (i) Google Search was accused of self-preferencing at the expense of rivals while (ii) Google Play was accused of violating anti-steering rules by technically preventing app developers from directing customers to alternative offers and distribution channels.

Shortly after receiving these findings, Google launched AI Overviews in several European markets. This rollout has raised further questions about DMA compliance, particularly given that the feature relies on Google's proprietary Gemini model to generate summaries. Critics argue that these AI-generated results may divert traffic away from third-party websites and reinforce Google's ecosystem advantages, potentially exacerbating self-preferencing concerns. The commission is expected to assess the compliance of AI Overviews as part of its broader DMA review of Alphabet's services.

In response to regulatory pressure, Google has initiated a series of compliance measures, introducing formats to boost the prominence of comparison sites for free in categories like flights, hotels, and shopping. However, these changes have allegedly created significant market disruption, with direct booking clicks down as much as 30% since implementing original changes, highlighting the complex balancing act between regulatory compliance and market functionality. The commission is likely to conclude its investigation within the standard 12-month timeline, with ongoing technical workshops and stakeholder consultations expected to shape the final enforcement decisions. Given the substantial financial penalties at stake and the precedent-setting nature of these proceedings, Google's compliance strategy will likely influence broader industry approaches to DMA adherence and regulatory engagement across the EU's digital markets framework. Additionally, in a DMA compliance workshop in July, Google urged the commission to address overlapping proceedings in national authorities and the risk of regulatory divergence.

Landmark Labor Market Cartel: EU's First No-Poach Enforcement

On June 2, 2025, the European Commission fined Delivery Hero and its Spanish subsidiary Glovo a combined €329 million for operating a cartel in the online food delivery sector. The commission found that, between July 2018 and July 2022, the companies engaged in three interrelated anticompetitive practices: (i) no-poach agreements, which began as a limited no-hire clause in a shareholders' agreement but developed into a broad pact not to recruit each other's employees; (ii) the regular exchange of sensitive information on pricing, costs, capacity, and strategic plans; and (iii) the allocation of geographic markets by agreeing not to compete in each other's core territories and coordinating entry into new ones. The commission treated these practices as a single, continuous infringement of Article 101 of the Treaty on the Functioning of the European Union. Both companies admitted liability and settled, obtaining a 10% reduction in fines.

The decision is significant for two reasons. First, it is the commission's first finding of a cartel in the labor market and its first sanctioning of the anticompetitive use of a minority shareholding. Labor market restrictions are a key enforcement focus, with the commission stressing that collusion over hiring and employees' wages is as serious as price fixing or market sharing. Commission Executive Vice-President Teresa Ribera underlined that competition rules must "protect our freedom to choose, including where we want to work." Second, the decision focused on the use of minority stakes to facilitate collusion: Delivery Hero's partial ownership of Glovo enabled access to sensitive information and the alignment of strategies. The commission warned that cross-ownership between competitors "may raise antitrust risks and should be handled carefully."

The case forms part of a wider crackdown on labor market restrictions. The French Competition Authority fined four companies €29.5 million in June 2025 for general no-poach agreements; the Belgian authority fined security firms €47 million in July 2024; the Portuguese authority fined sports companies €11.3 million in 2022; and the Hungarian authority fined a human resources association €2.5 million in 2020.

Although the Delivery Hero/Glovo case arose in the food delivery sector, its precedent-setting focus on minority shareholdings as a potential conduit for anticompetitive coordination may have broader relevance. The decision comes at a time when large technology companies are increasingly taking minority stakes in early-stage firms active in emerging fields such as AI, quantum computing, and biotechnology. Such investments may attract closer scrutiny when they create channels for the exchange of sensitive information, coincide with overlapping or competing activities of the investor, or increase the risk of coordinated conduct across multiple portfolio companies.

EU Merger Guidelines Review: Consultation Signals Policy Evolution

In May 2025, the European Commission launched a comprehensive review of its merger guidelines through public consultations, marking the first substantial revision in over two decades. The review encompasses both the 2004 Horizontal Merger Guidelines and 2008 Non-Horizontal Merger Guidelines. The public consultation runs until September 2025.

The review directly responds to former commission president Mario Draghi's September 2024 report on European competitiveness, which called for "more forward-looking and agile" merger control emphasizing innovation over static market share analysis. The Draghi report advocated for updated guidelines allowing an "innovation defence" and greater consideration of efficiency-enhancing industrial policies.

The review holds particular significance for the technology sector as it specifically addresses challenges in fast-moving markets including AI, digital platforms, and biotechnology in which traditional analysis may inadequately capture competitive dynamics. The consultation explicitly considers "killer acquisitions" of nascent competitors and digital ecosystem effects, reflecting heightened focus on below-threshold technology mergers that may eliminate future competitive threats. The review of the guidelines may introduce rebuttable presumptions for certain transactions and additional guidance on innovation-related efficiencies, potentially creating more predictable pathways for technology companies to demonstrate pro-competitive benefits of scale and R&D investments necessary for global competitiveness.

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