Merger enforcement shifts in 2025 open new pathways for dealmakers amid global recalibration

2025 marked a turning point in how competition agencies approach mergers, as political priorities for growth, investment and innovation nudged enforcement away from outright prohibitions and towards remedies and pragmatic outcomes. The shift has materially reduced the number of transactions stopped or abandoned on antitrust grounds and opened up new paths for dealmakers, while leaving in place a complex, uneven global landscape where sectoral sensitivity, geopolitical aims and evolving procedure still shape outcomes.

According to an industry summary published on JD Supra, the number of transactions either prohibited or abandoned on competition grounds fell by more than half in 2025 to 16 globally, with only eight formal blocks and eight abandonments. The same review highlights a marked rise in conditional clearances, signalling authorities’ greater readiness to accept behavioural or structural fixes rather than pursue naked bans. That trend has loosened constraints on some large, transformative deals and revived prospects for transactions once thought too difficult to clear.

The United States exemplifies the recalibration. Industry data and legal commentary show no merger blocks recorded by U.S. agencies in 2025, and only three deals were abandoned following Federal Trade Commission scrutiny or protracted review. Analysts note the agencies’ public posture to “get out of the way” of non-problematic deals and an increased willingness to remedy competition concerns. The DAMITT 2025 annual report and related quarterly analyses underscore a near-record low in significant merger investigations concluded that year, reflecting a more business‑friendly enforcement stance. At the same time, the implementation of an expanded Hart‑Scott‑Rodino filing form on 10 February 2025 has increased premerger disclosure obligations, with practitioners warning of greater administrative burden and longer lead times for preparing HSR submissions. A Texas federal judge has since questioned the new form’s justification, and the FTC is appealing, but for now the enhanced filing requirements remain in force. Early 2026 events, most notably the FTC’s successful challenge to a medical‑devices deal and the abrupt departure of DOJ Antitrust Division head Abigail Slater in February 2026, illustrate that scrutiny remains focused on healthcare, technology and other consumer‑sensitive sectors and that leadership changes can quickly reintroduce uncertainty.

The United Kingdom’s Competition and Markets Authority has also shifted its emphasis. JD Supra reporting and firm briefings trace the change to a sequence of political interventions beginning in late 2024 and continuing through 2025, including a government replacement of the CMA chair and an explicit “strategic steer” urging the authority to enhance growth, competitiveness and investment while reducing uncertainty for business. The CMA’s adoption of a “4Ps” approach, promoting pace, predictability, proportionality and process, has reduced the incidence of intervention: the authority opened only three phase 2 investigations in 2025 and recorded a much lower overall intervention rate than in prior years. At the same time, the CMA has signalled two important policy shifts to be watched by dealmakers: deprioritising multi‑jurisdictional transactions that lack a UK‑specific competition impact and adopting greater flexibility on remedies, including behavioural commitments. Reforms to the CMA’s treatment of merger efficiencies are expected by summer 2026. Critics caution, however, that proposals to change decision‑making structures, potentially increasing ministerial influence over major phase 2 outcomes, could erode perceived independence and reintroduce political pressure into high‑stakes cases.

The European Commission is pursuing a parallel modernisation. The Commission, under Competition Commissioner Ribera, is revising its merger guidelines to take account of digitalisation, decarbonisation and globalisation and to place explicit emphasis on innovation and supply‑chain resilience. According to JD Supra’s summary and regulatory commentaries, a draft of the new approach was due in spring 2026 and a “dynamic framework” is already being applied in high‑profile cases. Recent conditional clearances in aerospace and supplier‑critical transactions, and the Commission’s in‑depth probe into nickel supplies in the MMG/Anglo American matter, show the EC is ready to factor security, continuity of supply and broader industrial policy into competition assessments. Ribera has resisted calls from some member states for wholesale relaxation of merger rules to create “European champions”, arguing the Commission should support scaling firms without sacrificing internal competition.

Not every jurisdiction moved towards leniency. China’s State Administration for Market Regulation demonstrated that below‑threshold deals can still be unwound if they raise competition or national‑security concerns: SAMR ordered a domestic pharmaceuticals combination to be reversed six years after closing and in early 2026 blocked a below‑threshold joint venture in liquified petroleum gas. Australia took an especially strict turn in 2025, with the Australian Competition and Consumer Commission blocking three transactions and prompting two abandonments. A sweeping mandatory suspensory regime that came into force in January 2026, lower filing thresholds and materially higher fees are reshaping Australian merger control and increasing the universe of notifiable deals, even as the ACCC seeks to speed non‑problematic clearances through hiring and an internal “personal KPI” to resolve a large share of filings within 20 business days.

Elsewhere, jurisdictions are diverging on notification thresholds and procedural design. Some countries plan higher thresholds to reduce filings, while others have tightened rules or created new tests to capture digital and cross‑border activity: COMESA has increased monetary thresholds but introduced catches for digital transactions and adopted a suspensory rule; Italy is reportedly considering adding a suspension obligation; and several countries, including Türkiye, the Czech Republic, France, Ireland and South Africa, are examining threshold changes. The aggregate effect is a more varied and in some places more demanding filing landscape, with rising costs and greater documentation required in many regimes.

For practitioners and corporate deal teams, the immediate lessons are clear. A more permissive enforcement tone in key jurisdictions generally improves the odds of clearing transactions, particularly when robust remedies can be deployed. But anticompetitive combinations that cannot be remedied, especially in concentrated or strategically sensitive markets, remain vulnerable to prohibition or compelled divestiture. Geopolitics and domestic industrial policy priorities increasingly shape merger assessments, so multinational deals need coherent, jurisdiction‑specific strategies. Early antitrust risk assessment, strong empirical evidence for efficiency and resilience claims, and carefully drafted allocation of regulatory risk in transaction documents are now essential elements of successful deal planning.

According to legal commentary and enforcement reports, the net effect of these developments is a recalibrated merger control environment that is cautiously more accommodating to M&A while remaining highly contingent on sector, jurisdiction and the evolving policy backdrop. Dealmakers who map enforcement priorities across jurisdictions, marshal persuasive, pro‑consumer justifications for transactions and prepare for heightened filing demands will be best placed to capitalise on the changing terrain.