The new U.S. administration has changed many things about the merger review process, but some expected changes have not materialized. In the EU, merger review has remained largely the same, but some changes may be on the horizon. 2023 Merger Guidelines and New HSR Form Are Here to Stay Though many stakeholders had hoped that the new administration might rescind or revise the 2023 Merger Guidelines and the new HSR Form, neither came to pass and we expect both to remain in effect. The new HSR form requires significantly more information, documents, and time from both parties and counsel. Return of Early Termination and Settlements After nearly a four-year hiatus, the administration reinstituted a policy of granting early termination of the HSR waiting period for facially nonproblematic deals. As of the end of 2025, the administration had granted early termination to roughly 300 deals. The administration also has been willing to enter into settlements of potentially problematic deals—through 12 FTC Requires Boeing to Divest Several Spirit Assets to Proceed with Merger, Fed. Trade Comm’n (Dec. 3, 2025), ftc.gov/news-events/news/press-releases/2025/12/ftc-requires-boeing-divest-several-spirit-assets-proceed-merger. 13 FTC Challenges Anticompetitive Medical Device Deal, Fed. Trade Comm’n (Aug. 6, 2025), ftc.gov/news-events/news/press-releases/2025/08/ftc-challenges-anticompetitive-medical-device-deal; FTC Sues to Stop Loctite, Liquid Nails Construction Adhesive Merger, Fed. Trade Comm’n (Dec. 11, 2025), ftc.gov/news-events/news/press-releases/2025/12/ftc-sues-stop-loctite-liquid-nails-construction-adhesive-merger. 14 Review of the Merger Guidelines, European Comm’n, competition-policy.ec.europa.eu/mergers/review-merger-guidelines_en#ref-2-the-in-depth-consultation. the end of 2025, the agencies had entered into around half a dozen settlements. Moreover, despite a stated preference for structural remedies, the agencies have been willing to agree to behavioral remedies. For example, in Boeing’s proposed acquisition of Spirit Aerospace, the FTC required divestitures, but also required Boeing to provide transitional services to Airbus and another company to continue to sell products and services to competing contractors for military aircraft programs and not discriminate in favor of Boeing, and to protect those third-party companies’ confidential information.12 Willingness to Challenge Deals and Focus on Head-toHead Competition The DOJ and FTC continue to challenge transactions in court. Such actions include Edwards Lifesciences’ proposed acquisition of JenaValve in the medical device space and Henkel’s proposed acquisition of Liquid Nails in the construction adhesive space.13 The Effect of Lobbying The use of lobbyists has increased and so has the success of this strategy. For example, in early 2025, the DOJ agreed to a settlement of its challenge to HPE’s acquisition of Juniper Networks, which many believe was the direct result of lobbying efforts by the parties. State Mini HSR Laws States have been enacting their own “mini HSR” laws, under which parties must send a copy of their HSR filing to the State Attorney General if they meet certain revenue thresholds within the state or operate within certain industries. Colorado’s and Washington’s laws went into effect last summer, and other states, including California, are considering similar laws. EU Merger Control In 2025, the European Commission (“EC”) engaged in public consultations looking to update their merger guidelines, focusing on: (i) competitiveness and resilience, (ii) assessing market power using structural and other market features, (iii) innovation and other dynamic elements, (iv) sustainability and clean technologies, (v) digitalization, (vi) efficiencies, and (vii) public policy, security, and labor markets. We expect a draft of the new merger guidelines in 2026.14 The EC remains active in the merger control space, clearing 15 deals subject to 2. Antitrust — An Unpredictable Year of Continuity and Change 42 Morrison Foerster
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