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July 18, 2025
Under the Trump administration, the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ Antitrust”) have signaled a significant policy shift in merger clearance, projecting a willingness to accept structural remedies as a pathway to clear disputed mergers. The administration’s return to traditional remedies, which historically have been used for merger clearance, is a noteworthy divergence from the Biden administration’s view that such remedies were inadequate to preserve competition.
When a proposed merger raises anticompetitive concerns, enforcement agencies may (i) seek to block the merger and proceed with litigation or (ii) settle with the merging parties through a consent decree, where the merging parties agree to structural and/or behavioral remedies. Behavioral remedies seek to prevent parties from engaging in specific types of conduct (e.g., firewalls, hold separate provisions).1 Structural remedies, on the other hand, involve the sale of business divisions or assets, with the purpose of removing the source of purported market power and reinstating competition in the marketplace.2
Marking a shift in policy, both FTC and DOJ Antitrust have recently reached settlements with structural remedies. First, on May 28, 2025, FTC issued a consent decree that required Synopsys, Inc. and Ansys, Inc. to divest several business lines in approving their $35 billion merger.3 Along with the consent decree—the first structural remedy issued during President Trump’s second term—FTC Chair Andrew Ferguson issued a statement, joined by Commissioners Mark Meador and Melissa Holyoak, affirming the policy shift: “remedies must be an option for the FTC as it fulfills its mission of protecting competition.”4 Similarly, on June 4, 2025, DOJ Antitrust announced that Keysight Technologies, Inc. and Spirent Communications plc would divest several business lines in approving their $1.5 billion merger.5 That same day, Deputy Assistant Attorney General Bill Rinner gave a speech reiterating the agency’s position: “structural relief offers a scalpel to remove harmful issues that may infect an otherwise lawful transaction.”6 Since those settlements, several additional consent decrees have ordered parties to divest assets in approving mergers.7
These settlements represent a significant departure from the Biden administration’s approach to merger review. Previous FTC and DOJ Antitrust leadership voiced skepticism over the efficacy of such behavioral or structural remedies.8 For example, in a January 2022 speech, then Assistant Attorney General Jonathan Kanter stated that “when the division concludes that a merger is likely to lessen competition, in most situations we should seek a simple injunction to block the transaction. It is the surest way to preserve competition.”9 This approach led to historically low levels of merger activity in the U.S. economy.10
The change in tone from the FTC and DOJ Antitrust appears to indicate a greater willingness by the agencies to clear transactions, including those that first present potential antitrust concerns. Some economists are cautiously optimistic that this regulatory framework will lead to a rebound of merger activity in the U.S. economy.11 While Chairman Ferguson has stated that FTC will issue additional guidance on structural relief, these consent decrees currently provide the clearest articulation of the administration’s approach, and are a welcome shift for companies in the market to merge.