The State of Antitrust M&A: 5 Takeaways from the 2025 ABA Antitrust Spring Meeting 

The 73rd annual “Spring Meeting” – globally the largest gathering of antitrust and competition specialists – just wrapped on April 4. Even having attended since the 42nd (yeah, I’m that “seasoned,” to use my preferred label), it was a standout. Here are 5 takeaways from my Antitrust M&A perspective:

1) It should go without saying, but antitrust is not dead, or even dormant. 3,700+ specialists – representing many of the now 130 countries with merger control regimes, and a rapidly increasing number with related foreign direct investment (“FDI”) laws – would not gather for days if it was. Also, the palpable mood was engaged and energized, not resigned and despondent. This is an important sign of positive movement forward, whatever your political beliefs.

2) Yes, we’re in a time of uncertainty. But IMHO, that should point toward heightened attention to risks – even if of atypical sorts – not apathy. It also puts a premium on practitioners having (or seeking) positive relationships and a reputation for credibility with the dedicated public servants at FTC, DOJ and other international enforcers, furthering the ability to advocate a reasoned and logical course through stormy waters.

3) What’s not uncertain: the significantly increased burden of completing a Hart-Scott-Rodino (“HSR”) filing under recent changes. Whereas the historical form could be completed in 5-10 business days, the new one takes several weeks or more. As best practices for implementing the changes develop (often with the help of experienced in-house counsel) the disquietude will lessen, but still with significantly more time required. In the meantime, strategies that experienced HSR practitioners have long urged upon their clients and corporate colleagues (in a sense, the top level “client”) take on even greater importance:

a) Get started early. Think about antitrust when first seriously conceptualizing a prospective deal, not when an auction is underway, a buyer is identified, or a contract is being negotiated. This is a need that arises not only when the parties may compete at some level. Accept that antitrust-related delays to be factored into deal timelines are tied not only to substantive risk, but also significantly more rigorous procedural requirements.

b) Enhance (or implement – better late than never!) best practices concerning:
i) Designating a “supervisory deal team lead” – long key to efficiency, and now required to be specifically identified in the form;
ii) Considering procompetitive rationales – more important than ever, as the new form arguably models the European approach in requiring narrative discussions of markets and competition, the historical absence of which U.S. practitioners used to tout as an advantageous distinction;
iii) Document creation oversight to avoid “hot” documents – no longer focused only on deal-related “4(c) and 4(d) documents”, but also those created in the ordinary course of business such as strategic plans; and
iv) Customer communication, particularly as key customers in any “overlap” categories are now required to be identified up front. This clearly affects comfort with confidentiality when filing on a nonbinding letter of intent, and on an announced deal, the ability to first gauge market reaction before engaging in such communication.
Explanation of these factors is spared here for the sake of brevity, but happily taken up via DM.

4) Consider whether to involve other specialists, legal and otherwise. Trade lawyers in international deals are a clear example, as tariff issues seem to evolve daily. This obviously affects FDI analysis (of substantially greater significance), but also antitrust, as arguments based on competition from foreign producers need to factor how increased pricing from tariffs may reduce such producers’ impact (kudos to my friend Bilal Sayyed for this reminder). Government and public relations consultations also likely become a greater need.

5) Especially as enabled strongly at the Spring Meeting: now more than ever, it is crucial to develop and nurture good relationships with competition lawyers in other jurisdictions as to both merger control and FDI regimes, long important as those regimes proliferated rapidly. Yet increasingly, other countries’ regulators (or governments) may not like what yours are doing on various fronts, sensing or even projecting an open decline in cooperation. They may not (or might!) intervene in your deal on that basis alone, but again, the premium is on relationships — yours with foreign lawyers, and them with their regulators – to manage risks from such factors.

The good news is that such relationships can save costs rather than add them. Many in this field (including yours truly) are happy to provide preliminary views to foreign friends as a business development matter whenever possible, enjoying the opportunity to help out a colleague at the (international) bar. I was reminded of this repeatedly at the Spring Meeting, enjoying wonderful (re)connections with @DavidAnderson, @RahulGoel, @AnuMonga, @UriWeinstok, @VincenteGrau, @SharonPeng and others too numerous to mention. We understand that clients appreciate us leveraging relations with foreign professionals with whom we share mutual respect, built as we strive to give “commercial” advice. Yes, this is fundamental client service, but it also adds to credibility when urging greater attention to antitrust risk in a particular transaction, and more importantly, to client loyalty long term. I am sure most all lawyers would agree – there is no better end game than becoming a “trusted advisor,” and we’re honored for the opportunity to do so.