In 2025, a total of 95 deals were cleared subject to remedies—up by over 30%. This is a positive shift, in stark contrast to the downward trend of the previous three years.
Behavioral remedies, involving commitments as to future conduct, continued to gain traction.
Antitrust authorities accepted behavioral commitments or hybrid remedies (which combine structural divestments and behavioral obligations) in 57% of conditional clearances across the jurisdictions surveyed.
This marks the second year in a row where more than half of remedy cases included at least some elements of a behavioral fix. Many authorities are becoming more open to creative solutions with an express view to facilitating investment and furthering growth.
But this is not the case everywhere. Antitrust authorities in certain key jurisdictions (such as the U.S. agencies and the European Commission (EC)) are maintaining a clear preference for structural divestments.
Some (including the EC and the French and Belgian agencies) have specifically voiced their skepticism over whether behavioral investment commitments (similar to those accepted by the Competition and Markets Authority (CMA) in its landmark 2024 clearance of Vodafone/Three) can be successful.
U.S. consent decrees surge
The Biden-era of resistance to merger remedies is over. In 2025 we saw ten U.S. consent decrees, the highest tally since 2021.
The antitrust agencies have said they are open to negotiated settlement, provided the remedies are robust. They are particularly keen to avoid complicated and costly litigation where parties may seek to present a remedy to the court (known as “litigating the fix”).
Both agencies have a strong preference for structural divestments. This played out in the data, with seven consent decrees requiring purely structural measures.
But behavioral conditions are not completely out of reach in the U.S.
Last year, the Federal Trade Commission (FTC) accepted a purely behavioral remedy to address its concerns in the advertising tie-up between Omnicom and IPG. The agencies also agreed to hybrid remedies in two further cases.
EU frontloads remedies and flags minority stakes in rivals
For deals raising antitrust issues, the EC has become increasingly willing to resolve even complex cases in phase 1, provided the remedy design is substantially developed in pre-notification.
Phase 2 cases are resource intensive and inefficient for both the EC and the parties, creating strong incentives to frontload substantive discussions.
Recent cases such as Boeing/Spirit AeroSystems and Prosus/Just Eat show how prenotification market outreach and iterative remedy testing enabled clearance without the need for a phase 2 review. Notably, each of the EC’s nine remedy cases in 2025 was issued in phase 1, compared with a roughly even split between phase 1 and phase 2 conditional clearances in 2023 and 2024. However, timelines remain long due to extended pre-notification periods.
Across all remedy decisions last year, the EC required structural divestments. Just one—Prosus/Just Eat—also involved behavioral commitments.
The authority was concerned that Prosus’ minority stake in Just Eat’s rival Delivery Hero could have decreased Just Eat’s incentives to compete in certain markets and increased the likelihood of tacit coordination between the two firms.
To address this, the EC accepted commitments requiring Prosus to reduce its shareholding in Delivery Hero to “below a specified very low percentage,” alongside additional conditions (such as not exercising voting rights), ensuring that Prosus will have no influence over, or material interest in, Delivery Hero’s commercial decisions or strategy.
UK signals more flexibility
The CMA cleared six cases with remedies in 2025. This is in line with 2024, but with a slightly higher proportion of decisions at phase 1. All but one involved pure divestments.
The authority has revisited its position on merger remedies, issuing revised guidance that looks set to recalibrate its future approach:
- Behavioral commitments are more likely to be accepted in a wider range of circumstances, including at phase 1.
- Remedies can be used to ensure the delivery of efficiencies by the merging parties (crystallizing the CMA’s approach in Vodafone/Three) and to preserve certain benefits to customers.
- Complex divestments (such as carving out part of a business or the sale of IP) might be possible, where accompanied by clear evidence and risks mitigation measures.
We have already seen the CMA put this new approach into action. In Schlumberger/ChampionX, for example, it accepted a novel global licensing commitment to support the growth of an alternative player.
Combined with a new policy to take a back seat in global deals where action by other antitrust authorities could have the effect of fixing UK concerns (see Fewer roadblocks for M&A: Politics play into lighter touch merger control enforcement), the CMA’s revised position on remedies should—in theory—lead to more paths to clearance in the UK.
A new government proposal, if adopted, will also help. It will give the CMA more time at phase 1 to decide whether the parties’ remedy offer is in principle acceptable. This should increase the likelihood of a conditional clearance without the need for a drawn out phase 2 review.
China targets M&A in strategic industries
The State Administration for Market Regulation (SAMR) cleared five deals subject to remedies in 2025, compared to only one in 2024. In line with previous years, nearly all (four of five) involved behavioral commitments.
All five transactions were in strategic or sensitive sectors: semiconductors, network/cybersecurity testing, agricultural product supply chains, lithium, and air transport. This is significant. While there are some exceptions (we discuss SAMR’s pharma deal block in Fewer roadblocks for M&A: Politics play into lighter touch merger control enforcement), deals in such industries can still get a green light in China.
Two of the conditional clearances (Synopsys/Ansys and Keysight/Spirent) were called in by the authority. See Facing hurdles: tech, healthcare, and consumer sector deals under intense antitrust scrutiny and Driving uncertainty: Below threshold M&A is not safe from merger control review for more on these cases.
Beware too little too late
Submitting a remedy offer late in the review process, particularly where it is novel or complex, can put merging parties in hot water.
In some cases, it can fail to avert an in-depth investigation.
Getty’s acquisition of Shutterstock was referred to a UK phase 2 review after the CMA rejected the parties’ remedy proposal, noting they “offered a complex package of remedies at a late stage.” The CMA’s revised guidance is clear that early engagement on commitments increases the chance they will be accepted.
When opening an in-depth probe into the purchase of Anglo American’s nickel business by MMG, the EC announced that MMG submitted its purely behavioral commitments “immediately before the submission deadline,” hinting that this was not early enough for full consideration.
In the U.S., FTC Chair Ferguson has criticized remedy offers submitted shortly before trial. The agency rejected the conditions offered by GTCR and Surmodics just before the court date to hear the agency’s challenge. The case proceeded to trial, although ultimately the court sided with the parties and ruled that the remedy offer was sufficient.
Coordinated global remedy solutions (with domestic add-ons)
In large cross-border deals, antitrust authorities continue to work together on fixing concerns.
This led to the acceptance of global remedy packages in a number of cases last year.
However, as well as the global fix, some antitrust authorities may require additional measures to address specific concerns in their domestic market.
We saw this in China last year, for example in Synopsys/Ansys. In the CMA’s conditional clearance of Schlumberger/Champion X, it required the divestment of a UK business on top of the sale of a global business and global licensing remedy.
Upturn in U.S. upfront buyers
