The toll of non-compliance: Procedural merger control violations trigger record sanctions

Antitrust authorities imposed total fines of USD62.7 million in 2025 across the jurisdictions surveyed.  

This is a significant increase. While the total number of decisions (39) was slightly lower than in 2024 (42), overall penalty levels more than doubled.  

U.S. gun-jumping fine smashes ceiling 

Penalties for deals implemented before the conclusion of a merger review process continued to make headlines.  

The standout case was in the U.S., against three oil companies. The agencies alleged that the acquirer and its sister company assumed operational and decision-making control over a target prior to closing, in violation of the Hart-Scott-Rodino (HSR) waiting period.  

The agencies took issue with provisions in the purchase agreement itself (which, e.g., gave the acquirers approval rights over the target’s development and production activities, as well as its ordinary course expenditure). They also had concerns that the parties improperly shared information and coordinated competitive activities.  

The penalty of USD5.68m—the highest-ever U.S. fine for gun-jumping—was confirmed in May. 

Illegal intervention in strategic decisions is also a core part of the European Commission (EC)’s gun-jumping investigation into Vivendi over its acquisition of Lagardère. The case is ongoing, and we should hear more in the coming months. 

Chinese merger control plays a role in trade negotiations 

After opening a probe in 2024, the State Administration for Market Regulation (SAMR) announced it was proceeding with its investigation into Nvidia. It alleges that the company breached behavioral commitments imposed in relation to the acquisition of Mellanox in 2020.  

Shortly after, SAMR revealed it was looking into whether Qualcomm failed to notify its purchase of Autotalks.  

Both announcements came at a time of heightened trade tensions between China and the U.S. It remains to be seen how the cases will play out following the U.S.-China trade deal and developments in relations between the countries. 

More broadly, new Chinese guidelines on penalties have crystallized how SAMR will use its bolstered powers against companies that fail to file their transactions.  

Sanctions in this area were noticeably higher in 2025. In each of its four infringement decisions SAMR imposed fines of at least CNY1.7m (USD237,000). We expect this trend to continue. 

Crackdown on incorrect information

With information requirements becoming more onerous—both in the initial filing and during the merger control review—antitrust authorities are zoning in on suspected failures to submit documents or the provision of false or misleading information. 

The U.S. agencies were, again, frontrunners in taking enforcement action.  

The Department of Justice Antitrust Division (DOJ) secured a USD1.1m penalty from Amedisys for falsely certifying that it had fully responded to a request for documents in the review of its tie-up with UnitedHealth. 

The agency also has an ongoing suit against KKR for what it alleges are “serial” and “systemic” violations of the premerger review process.  

It claims the PE firm altered documents in HSR filings, omitted required materials, and failed to make filings. The DOJ cites internal documents that it says “reveal a pervasive culture of noncompliance with the HSR Act.” It notes that the maximum possible penalty exceeds USD650m.  

Consequences for these types of violations can stretch beyond financial penalties.  

Amedisys also had to implement an antitrust training program. Outside the U.S., we saw the Czech authority impose an interim injunction prohibiting an acquirer from exercising its shareholder rights over the target. This was pending proceedings to annul the merger control clearance due to potential information breaches in the filing. 

Breaching merger remedies comes at a (huge) cost 

Sanctions for breaching merger control remedies made up the lion’s share (83%) of the total fines in 2025.  

As antitrust authorities’ willingness to fix concerns with remedies increases (see Fewer roadblocks for M&A: Politics play into lighter touch merger control enforcement and Back on track: Revival of merger remedies clears path for more approvals), so too has their appetite to ensure compliance with those terms, especially where remedy packages are novel or complex. 

We saw penalties reaching into the millions in several jurisdictions: 

• U.S.: 7-Eleven agreed to pay a USD4.5m fine for breaching a consent order put in place in relation to its acquisition of 1,100 retail fuel outlets. The Federal Trade Commission (FTC) alleged the convenience store chain failed to give the agency prior notice when it acquired an outlet. It marks the largest ever negotiated FTC settlement of an order violation. The settlement also requires 7-Eleven to divest the store under investigation and to agree to further prior notice/approval conditions.
• Spain: The authority sanctioned a firm twice for non-compliance with conditions, treating previous fines for remedy breaches as an aggravating factor.
• South Korea: The Korea Fair Trade Commission closely policed the Korean Air/Asiana Airlines remedies. It fined Asiana over USD8.5m for exceeding a price cap and, separately, required both airlines to pay a combined USD4.5m for reducing annual seat capacity below a specified level. The parties are appealing.