2024 M&A Year in Review - Flipbook - Page 75
M&A Year in Review | 2024
Regulatory
Antitrust and Competition
United States
Under the second Trump administration, U.S. antitrust
enforcement is expected to return to a more traditional,
economics-grounded approach, albeit with an increased emphasis
on issues aligned with the administration’s political priorities. In
contrast to the Biden-era focus on novel theories of harm, merger
review in 2025 is likely to center on established principles of
consumer harm and conventional economic analysis.
While leadership at the Department of Justice (DOJ) and the
Federal Trade Commission (FTC) has expressed support for
continuing to enforce the 2023 Merger Guidelines, the regulators
are expected to apply those Guidelines with less expansive
interpretations than seen in 2024. Enforcement agencies also are
anticipated to be more receptive to structural remedies such as
divestiture-based resolutions, and possibly even behavioral
remedies, which may pave the way for an increased number of
negotiated settlements. Additionally, the FTC may revisit and
potentially rescind its prior approval policy, which currently
requires merging parties to obtain advance clearance before
pursuing future deals in related markets.
However, the regulatory landscape remains complex. In late 2024,
the FTC introduced significant changes to the Hart-Scott-Rodino
Antitrust Improvements Act premerger notification process,
requiring the submission of additional ordinary-course
documents, along with detailed disclosures on overlapping
products, supply relationships, and the strategic rationale for
transactions. These expanded requirements are expected to add
complexity and lengthen the timeline for regulatory review,
potentially slowing deal execution and increasing the burden on
merging parties in 2025.
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