Between 2022 and 2024, the total number of deals prohibited or abandoned due to antitrust concerns rose steadily in the jurisdictions surveyed. In a clear about-turn, this figure dropped by over half to 16 in 2025. Antitrust authorities only blocked eight transactions, and their concerns caused parties to walk away in a further eight cases.
Viewed together with a surge in conditional clearances, this is striking. It indicates that authorities are now more willing to accept remedies to fix antitrust concerns than to pursue an outright block (see Back on track: Revival of merger remedies clears path for more approvals).
This clearly creates opportunities for dealmakers.
Large, transformative transactions may face fewer merger control hurdles. Some strategic deals that were previously seen as untenable may be back on the table.
But merger control remains a complex landscape. While the path to clearance may be smoother for many deals, it won’t always be plain sailing.
Anticompetitive deals where no effective remedy can be found will still face prohibition.
Geopolitics are influencing enforcement, introducing the risk of merger control outcomes becoming “transactional” and adding a layer of unpredictability. Broader industrial and economic policy considerations such as resilience and competitiveness are also being brought into the mix, meaning deals that could affect supply chain security or strategic autonomy face growing scrutiny (particularly in the EU).
Transactions in sectors which directly impact consumer spend, such as healthcare, food, and energy are a target for antitrust agencies (see Facing hurdles: tech, healthcare, and consumer sector deals under intense antitrust scrutiny).
And parties must navigate new—strict—merger control regimes, a rising risk of below-threshold reviews, and a continued willingness of authorities to use other antitrust tools to scrutinize M&A (see Driving uncertainty: Below threshold M&A is not safe from merger control review).
Deal mortality rates plummet in the U.S.
No deals were blocked by U.S. merger control in 2025. Just three were abandoned due to Federal Trade Commission (FTC) concerns or extensive review periods.
In stark contrast to the aggressive stance taken under the previous administration, Trump’s antitrust agencies are taking a more business-friendly approach.
In total, under the current administration they have sued to block only four transactions. Instead, they have pledged to “get out of the way” of non-problematic M&A and, where antitrust concerns are identified, have shown much greater willingness to fix them with remedies.
This is good news for dealmakers. But not all M&A will get a U.S. green light.
Early in 2026, the FTC secured the prohibition of a medical devices deal. The agencies have been clear that they will look closely at transactions in tech and healthcare, plus food, energy, and housing. They have their sights on mergers that may cause widespread consumer harm or have an impact on non-discretionary consumer spend.
The dramatic departure of U.S. Department of Justice Antitrust Division (DOJ) head Abigail Slater in February 2026 will also create uncertainty (at least in the short term) as to the agency’s future direction.
As will the possibility of wider political pressure on the U.S. agencies in high-profile cases. The acquisition of Warner Bros, for example, will be one to watch in 2026, with President Trump already airing his views on the transaction.
From a procedural perspective, even straightforward deals face additional hurdles as a result of the new Hart-Scott-Rodino (HSR) filing form, adopted last February.
It has significantly increased administrative burden, requiring far more extensive disclosure on, e.g., overlaps, labor issues, minority interests, prior acquisitions, foreign subsidies, and ordinary course documents. In our experience, parties must factor in up to a month to prepare the submissions.
However, the fate of the updated form now hangs in the balance after a Texas federal judge ruled that the FTC failed to show the benefits of increased information outweighed the costs to merging parties. The FTC is appealing and for now merging parties must continue to use the new form—more clarity should emerge in the coming months.
CMA to de-prioritize global deals
The UK Competition and Markets Authority (CMA) only blocked one deal last year. This was a reinstatement of a previous prohibition that was sent back to the authority after procedural issues were identified on appeal.
No deals were abandoned and only three phase 2 investigations were opened, the lowest level of referrals since we launched this report in 2015.
Even including the re-prohibition, the rate of CMA intervention (including deals blocked, abandoned, or remedied) has fallen dramatically over the past two years from 63% to 18%.
Building on its landmark clearance of Vodafone/Three in late 2024, a string of politically influenced actions has nudged the CMA further towards a more permissive approach to merger enforcement.
It started with the UK government’s dramatic replacement of the CMA chair in January 2025.
The government then issued a new “strategic steer”, instructing the CMA to use its powers in order to enhance growth, international competitiveness and/or investment, and to act in a way that minimizes uncertainty for business.
This led the authority to adopt its “4Ps” framework, promoting pace, predictability, proportionality, and (presumably for want of a better “P”) process across its work.
Under this model, the CMA has taken steps to shorten reviews (see Fast or slow lane? Merger control review periods influence deal timelines), clarify its jurisdictional reach, and improve engagement with merging parties. It has also embarked upon two major policy changes:
In addition, the CMA is revisiting its position on when merger efficiencies can offset the anticompetitive effects of a deal. Changes are expected by summer 2026.
In theory, each of these elements should ease the path to UK merger control approval. In practice, while we have started to see the CMA apply them in some cases, it is early days.
What is clear is that deals with a material UK-specific impact on competition can still face hurdles. Early in 2026 the CMA blocked an offshore catering transaction, deciding that unwinding the acquisition was the only way to address its concerns over the merger’s effect on UK markets.
A recent government consultation sets the scene for even more reform.
Some proposals aim to further increase predictability for businesses, e.g., by placing boundaries around the CMA’s ability to take jurisdiction under its share of supply and material influence tests.
Others are more radical, such as replacing the independent panel-led groups that currently make phase 2 merger decisions with new sub-committees of the CMA board.
This change is proposed to address the government’s concern that CMA leadership—which is accountable to parliament for the authority’s performance—has no say in its most significant decisions.
However, it would also remove an important check in the CMA decision-making process. There is a risk that the increased accountability will come at the expense of independence from government, injecting further political influence into the UK merger review process.
New EU guidelines will promote innovation and resilience
In line with the U.S. and the UK, frustrated deals at EU level fell in 2025. There were no prohibitions and only one abandoned transaction.
Competition Commissioner Ribera has been tasked with modernizing EU merger control rules to support European competitiveness. This ties in with recommendations made by the influential Draghi report.
Top of the agenda is revamping the European Commission (EC)’s merger guidelines. The EC will recalibrate how it assesses horizontal and non-horizontal transactions in light of digitalization, globalization, and decarbonization.
There will be an emphasis on innovation and resilience. The EC is keen to explain how it will analyze a deal’s impact on both and, specifically, when it will refrain from intervening in transactions involving innovators and start-ups (an “innovation shield”).
The new guidelines are also expected to lower the bar for claims that a deal will give rise to efficiencies and set out how the EC will factor in considerations based on other broader policy issues, such as sustainability, security, and labor.
A draft is due in spring 2026. In the meantime, Ribera has said that the new dynamic framework will be applied even before the guidelines are finalized.
In fact, we have already seen these considerations playing out.
In Boeing/Spirit AeroSystems, the EC’s review focused on aerospace supply chain stability. In Safran/Collins, the authority’s concerns related to critical inputs for civil aircraft. Both were conditionally cleared. Supply chain resilience in strategic industrial sectors is an increasingly prominent feature of EU-level merger assessments.
And, in its ongoing probe into MMG/Anglo American, the EC’s attention is on critical raw materials. It opened an in-depth investigation despite the relevant assets being located outside the EU, and its concerns stretch beyond traditional vertical theories to include security and continuity of EU nickel supply (which aligns with the EC’s broader industrial policy objectives).
This overall shift in approach has prompted calls from some member states and certain industries (primarily telecoms) for a more general relaxation of EU merger control rules to enable the emergence of so-called “European Champions.”
Ribera has so far resisted this pressure. She believes that while the EC should support European firms scaling up, this should not come at the expense of competition within the EU. A fine balance will be needed.
China unwinds first below-threshold deal
In China we saw evidence that, even in a new world of more balanced merger control enforcement, deals in highly concentrated and sensitive sectors can still face roadblocks.
Six years after the deal had closed, the State Administration for Market Regulation (SAMR) called in a vertical domestic pharmaceuticals merger that fell below Chinese filing thresholds.
It found serious antitrust concerns and gave the parties six months to unwind the transaction and restore the pre-merger situation. The acquirer also committed not to make future acquisitions in the market.
Continuing the theme, in early 2026 SAMR blocked a second below-threshold deal: a proposed joint venture between liquified petroleum gas firms following a voluntary notification to the authority.
Australia takes a hard line
Also bucking the trend, the Australian Competition and Consumer Commission (ACCC) blocked three deals in 2025. In a further two, the parties walked away after the authority raised concerns.
2026 is shaping up to be a landmark year for Australian merger control.
A new mandatory suspensory merger control regime took effect in January, marking a significant shift from the previous voluntary mechanism. Notification thresholds are low, meaning many more filings. Serial acquisitions and complex deals will face closer scrutiny. Filing fees are significant and more onerous up-front information requirements have been introduced.
The rules continue to evolve, and some are taking effect in stages. From April, new thresholds will require filings even where there is no acquisition of control. Tweaks to asset acquisition thresholds will also kick in. With reasonably complex, technical new rules comes the significant prospect of procedural disputes (as recently seen by a reported challenged of an ACCC referral of a matter to a phase 2 investigation).
In a nod to business concerns about unnecessary red tape, the ACCC chair has publicly declared an intention to speed up reviews of non-problematic matters—declaring a “personal KPI” of 80% of all merger control clearances to be completed with 20 business days. This has been supported by significant hiring of ACCC merger division staff and supporting economists, with these teams approximately doubling in size from previous years.
A perpetually evolving landscape
Concrete rule reforms are afoot in other jurisdictions.
Some of the changes will mean fewer notifications, such as increased filing thresholds in Türkiye. There are plans to do the same in the Czech Republic, France, Ireland, and South Africa.
Others will have a tangible impact on M&A.
Notification thresholds have recently increased in the Common Market for Eastern and Southern Africa Common Market for Eastern and Southern Africa (COMESA). However, new thresholds have been introduced to catch digital market transactions. And, like Australia’s regime, it is now suspensory. Plans to introduce a suspension obligation (on top of the existing mandatory notification obligation) in Italy are being considered.
The cost of merger control filings is also rising. More complex filing requirements add time and resource burden for merging parties. Increases in filing fees (e.g., in COMESA, where fees have shot up tenfold) must also be factored in.
