The Federal Trade Commission and the Department of Justice have fundamentally reshaped U.S. merger control during the first year of the second Trump administration, restoring the practice of early termination of the HSR waiting period and signaling a renewed willingness to negotiate merger remedies. After four years of aggressive litigation under the Biden administration, the current enforcers are taking a pragmatic, deal-friendly posture aimed at providing predictability for businesses while still committing to vigorous antitrust enforcement. The shift is not merely procedural—it reflects a deliberate strategy to remove roadblocks that the previous administration had erected, and it comes with significant implications for dealmakers, state regulators, and the broader economy.
How the Second Trump Administration Reshaped Merger Control
The reshaping of U.S. merger control under the second Trump administration has been neither abrupt nor chaotic. Rather, it has been a calculated mix of retention, return, and introduction of enforcement tools. The central aim is clear: imbue predictability for businesses by eliminating procedural and substantive roadblocks that had made merger review unpredictable and costly. The current federal antitrust enforcers appear to be taking a pragmatic, deal-friendly posture, while remaining committed to vigorously enforcing the U.S. antitrust laws. State antitrust enforcers, however, will undoubtedly continue to play an indelible role alongside sectoral regulators and private litigants, creating a more complex enforcement landscape.
Retention of the 2023 Merger Guidelines
A stage-setting source of continuity at the onset of the second Trump administration was the DOJ and FTC’s joint decision to continue using the merger guidelines promulgated during the Biden administration in 2023. Chairman Ferguson’s memorandum to agency staff cited stability as a primary reason for the decision, stating that “[n]o business can plan for the future on the basis of guidelines they know are one election away from rescission.” The agencies have kept open the possibility of future changes to the guidelines, but any revisions would be implemented “with the same transparency and careful thought that have become hallmarks of the merger guidelines since their inception.” This decision to retain the 2023 guidelines, often criticized as more aggressive than their predecessors, signals that the enforcement framework itself is not being discarded—only the enforcement philosophy applied to it.
The Return of Merger Remedies: A Drastic Shift from Litigation to Settlement
Under the second Trump administration, federal antitrust regulators are much more willing to use remedies to address concerns with proposed transactions instead of “costly and time-consuming litigation.” This is a drastic shift from the Biden administration, which consistently deployed Assistant Attorney General Jonathan Kanter’s sentiment that “flimsy settlements often fail” and Chairwoman Lina Khan’s philosophy that the FTC would be “focusing … resources on litigating, rather than on settling.” During the Biden years, the agencies frequently challenged transactions in court, seeking to block deals outright rather than negotiate fixes. The current administration has reversed that posture.
In April 2025, Chairman Ferguson noted that a “realistic approach” to merger remedies is to accept them when the reviewing agency is “quite confident that they will be successful, help … block more anticompetitive conduct, and protect more Americans.” In June 2025, Commissioner Meador outlined guiding principles for the FTC’s evaluation of a proposed remedy package: “[t]he FTC should, in all but extremely rare cases, insist on clean divestitures of standalone business lines when negotiating merger remedy packages. Remedy proposals should fully and durably resolve competitive concerns. Structural remedies must be self-sustaining.”
Key Settlements Demonstrate the New Approach
Since mid-2025, the DOJ and FTC have each entered into numerous settlements that inform what the federal agencies’ approach to merger remedies will likely look like moving forward:
- Alimentation Couche-Tard/Giant Eagle (June 2025): The FTC agreed to a structural remedy to address the potential elimination of “head-to-head competition across 35 local markets in Indiana, Ohio, and Pennsylvania.” The buyer acquiring the 35 divested gas stations will be able to “expand its geographic footprint as a new competitor in markets across Indiana, Ohio, and Pennsylvania.”
- Omnicom/Interpublic (September 2025): Despite a strong preference for structural remedies, the FTC agreed to a purely behavioral settlement that imposed restrictions preventing the merged firm from “engaging in collusion or coordination to direct advertising away from media publishers based on the publishers’ political or ideological viewpoints.”
- Constellation/Calpine (December 2025): In the first settlement consent decree filed by the DOJ in an electricity merger in 14 years, the Division agreed to a structural settlement requiring the divestiture of six power plants without an upfront divestiture buyer being identified. The Federal Energy Regulatory Commission also reviewed the proposed transaction and required asset divestitures prior to consummation.
To further instill predictability, the federal agencies’ return to merger remedies will likely be memorialized in reinstated guidelines, providing a clear framework for what types of remedies are acceptable and under what conditions.
Restoration of Early Termination: A Return to Pre-2021 Norms
Another meaningful change to merger control has been the restoration of the practice of granting early termination of the HSR waiting period. In February 2021, the Biden administration suspended early termination, resulting in under a dozen requests being granted during the remainder of the administration. For reference, over a thousand requests were granted on average in each year of the first Trump administration. Since reinstating early termination, the DOJ and FTC have already granted nearly 400 such requests in 2025 alone. This trend will likely continue, especially given the agencies’ enforcement principle of promptly clearing transactions without any colorable competition concerns.
What is early termination of the HSR waiting period? Early termination allows merging parties to close their transaction before the standard 30-day HSR waiting period expires, provided the antitrust agencies have completed their review and determined that the deal poses no competitive concerns. The restoration of this practice gives businesses faster certainty and reduces transaction costs, particularly for non-problematic deals.
HSR Filing Rules: The Rise and Fall of the 2025 Form
One of the hallmarks of Chairwoman Khan’s tenure at the FTC was the implementation of a new HSR Form, noted at the time as a “generational upgrade that will sharpen the antitrust agencies’ investigations.” The new HSR Form took effect in February 2025 and was significantly more burdensome for applicants. However, it only lasted about a year: on February 12, 2026, a federal district court vacated the form, and a month later, the Fifth Circuit denied the FTC’s motion for a stay pending appeal. Currently, the DOJ and FTC are accepting HSR filings under the original 1978 HSR Form.
In March 2026, the DOJ and FTC launched a joint request for comments on potential HSR rulemaking, “seek[ing] to reduce the burden for non-problematic transactions while also making necessary updates informed by lessons learned” over the last year. Given the current administration’s focus on pragmatism and predictability, a new HSR form will likely incorporate necessary updates from the 1978 HSR Form while stopping short of the more burdensome requirements of the updated 2025 Form. This signals a return to a more balanced approach where the cost of compliance is proportional to the potential antitrust risk.
The Rise of State Antitrust Enforcement: Filling a Perceived Void
The shift by the federal antitrust agencies toward merger remedies has created a perceived enforcement void that state antitrust agencies have promptly stepped in to fill. Since mid-2025, Washington, Colorado, and California have enacted state-level premerger notification statutes, which have already resulted in over 200 filings. Similar “mini HSR” bills are pending in New York, the District of Columbia, Hawaii, Indiana, and West Virginia. Looking ahead, when the federal enforcers decide to settle or take no action, state antitrust enforcers appear poised to independently challenge proposed transactions. This creates a dual-track system where merging parties must navigate both federal and state antitrust regimes, a development that demands careful coordination with outside counsel.
Focus on Technology, Healthcare, and Consumer-Facing Industries
Merger enforcement under the current administration has continued to focus on industries that are “kitchen table priorit[ies]” for U.S. consumers. Merger enforcement has examined a variety of industries, including wholesale energy (Constellation/Calpine), construction adhesives (Henkel/A-Paint), aircraft components (Safran/RTX Corporation), retail gas stations (Alimentation Couche-Tard/Giant Eagle), and high-speed internet testing equipment (Keysight/Spirent).
An emerging trend in federal antitrust enforcement involves the intersection of antitrust and the First Amendment. The second Trump administration prioritized perceived censorship by technology platforms, memorialized by an executive order titled “Restoring Freedom of Speech and Ending Federal Censorship.” The antitrust agencies quickly acted on this priority, with the FTC launching an inquiry to understand how a group of companies “may have violated the law by silencing and intimidating Americans for speaking their minds.” Concerns about censorship have already permeated merger enforcement when the FTC required a rare behavioral remedy in Omnicom/Interpublic to address perceived “deliberate, coordinated efforts to steer ad revenue away from certain news organizations, media outlets, and social media networks.” The DOJ and FTC will likely remain steadfast in their commitment to addressing censorship, including during the competitive effects analysis of a proposed transaction.
Navigating the New Normal: Strategic Considerations for Merging Parties
Merger enforcement during the remainder of the second Trump administration will likely continue imbuing pragmatism and predictability while addressing various populist aims. Companies should remain vigilant of the evolving enforcement landscape at the federal and state levels. Merging parties should devise a proactive deal strategy with outside counsel that takes into account all affected stakeholders. The restoration of early termination and the return of merger remedies are welcome developments for dealmakers, but they come with new complexities—particularly the rise of state-level review and the continued focus on technology platform censorship. The agencies have made clear that they will not hesitate to block anticompetitive deals, but they are now far more willing to accept remedies that fully and durably resolve competitive concerns. For businesses, this means that a well-prepared remedy proposal—especially a clean structural divestiture of a standalone business line—can be the key to securing approval without litigation. The next few years will test whether this pragmatic approach can balance the competing goals of predictability, populism, and robust antitrust enforcement.
