INTRODUCTION Contributed by: Jean-François Bellis and Porter Elliott, Van Bael & Bellis
chaired the Federal Trade Commission (FTC) and Jon - athan Kanter led the Antitrust Division of the Depart - ment of Justice (DOJ). Their replacements, Andrew Ferguson at the FTC and Gail Slater at DOJ (recently departed), have signalled a greater willingness to oper - ate within more traditional enforcement frameworks, placing greater emphasis on established principles, rather than aggressively expanding the boundaries of merger control law. Among other things, there is now more openness at the agencies to remedies as a means of resolving competition concerns, allowing a path for otherwise problematic mergers to proceed. This likely has also resulted in fewer deals dying in the boardroom based on the regulatory hurdles being viewed as insurmountable. An important procedural development is that the new, more burdensome Hart-Scott-Rodino (HSR) form introduced in February 2025 has, at least for now, been set aside following legal challenges. As a result, filings are currently being accepted using the pre-Feb - ruary 2025 form, which is substantially less onerous. This should lead to a shorter overall timeline for US approval, especially in straightforward cases, as less time is needed to complete the HSR form. This is certainly not to suggest that the road to US merger control approval is without obstacles. US enforcement remains robust, particularly in politically sensitive or strategically important sectors. This is not surprising, as the first Trump administration was not known to be soft on mergers. At the same time, politi - cal and policy considerations are widely perceived to play an increasingly important role in the review of certain high-profile transactions, placing a premium on advisers with strong government experience, insti - tutional credibility and access. Adding to the complexity, state attorneys general are playing an increasingly prominent role in merger con - trol enforcement in the US, including through state- level notification requirements. A prime example of this is the review of Paramount’s proposed USD110 billion acquisition of Warner Bros. in California, where the attorney general has “committed to fighting mar - ket consolidation that we find unlawful”, independent - ly from whatever decision the DOJ may take regarding the deal.
United Kingdom The Competition and Markets Authority (CMA) is in the process of recalibrating its merger control enforce - ment around the themes of pace, predictability, pro - portionality and process, with the aim of maintaining effective enforcement while at the same time ensuring business confidence. As part of a wider package of potential refinements to the UK competition law regime proposed by the UK government (which is the subject of an ongoing consultation process), it has been proposed to limit the criteria that the CMA may apply when assessing whether an acquirer has the ability to exert “material influence” over a target’s commercial policy and con - duct on the market, as well as to provide exhaustive (rather than merely illustrative) criteria for the “share- of-supply” test to be met. The CMA has also recently revised its merger rem - edies guidance, indicating a greater willingness under certain circumstances to accept behavioural (as opposed to structural) remedies as resolving compe - tition concerns arising from a merger. This openness to behavioural remedies has, to some degree, already started to be reflected in the CMA’s practice. Notwithstanding the outcome of the current consulta - tion, the UK will remain a critical merger control juris - diction. Although its regime is formally “voluntary” and will remain so, the CMA has proven to be a force to be reckoned with. Merging parties that overlook the UK as a merger control jurisdiction do so at their peril, especially in the case of deals with a clear UK nexus. Other jurisdictions These are only a few of the jurisdictions that com - panies must bear in mind when seeking regulatory approval of their mergers. It is also not unusual for global deals to require merger control notification and approval in countries such as Australia, Brazil, Canada, China, Japan, South Korea and Turkey, to name just a few. Some of these countries are undergo - ing their own recalibrations in response to the current geopolitical climate and industrial policy objectives. At the same time, the boundaries between merger control and other regulatory frameworks are becoming
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