Essential Antitrust #11: Deal disputes: preparing for a more litigious environment

From shifting geopolitical agendas to a transformed merger‑control landscape and AI‑driven investigations, our experts unpack the forces reshaping global antitrust in the coming year.

On 8 May 2025, the European Commission launched a public consultation to review the Merger Guidelines. In this episode, our host Jenn Mellott speaks with Daniele Calisti, Head of the Mergers Case Support and Policy Unit at DG Competition, who is leading the consultation process. They are joined by David Foster, Director at Frontier Economics, and fellow antitrust partner Thomas Janssens, to explore what changes may be coming – particularly around efficiencies and innovation.

On 6 April 2025, key consumer protection provisions set out in the landmark UK Digital Markets, Competition and Consumers Act (DMCCA) entered into force.

The recent and upcoming changes to the heads of key antitrust agencies, and in particular the Chair of the UK Competition and Markets Authority, may signal a shift in approach to merger control.

The transitions taking place across agency leadership will maintain competition law and policy at the forefront of regulatory developments in 2025. In particular, antitrust policy will be shaped by political influences and growing pressure to consider domestic growth, security and economic resilience concerns, alongside other industrial policy goals.

On 01 December 2024, the new European Commissioner for Competition Teresa Ribera took office. She has been tasked with implementing a refreshed approach to competition policy, including tackling killer acquisitions, speeding up state aid and antitrust enforcement as well as a new approach to mergers that could help boost the EU’s competitiveness.

On October 10, 2024 the US Federal Trade Commission (FTC) and the US Department of Justice (DOJ) issued a final rulemaking implementing the most significant update ever to the US HSR merger control filing. While these changes won’t be effective until the end of January 2025 at the earliest, understanding now how tackle new features such as expanded document requirements and new substantive narratives will position companies and dealmakers alike to hit the ground running.

Two years have elapsed since the introduction of new vertical block exemptions and guidelines in the EU and the UK. Since then, the European Commission has imposed the highest record fine on file for unlawful territorial restrictions imposed by a supplier on its resellers, in contravention of EU competition law. On the opposite side of the Atlantic, key developments in the US include increased enforcement of vertical restraints by US antitrust agencies.

Two former CFIUS Chairs discuss Treasury’s recently released draft rules and impending U.S. capital controls.

On 25 April 2024, the UK Competition and Markets Authority (CMA) published a suite of reforms to the way in which it carries out Phase 2 merger investigations. Intended to streamline in-depth reviews, improve opportunities to engage with the CMA throughout the process and incentivise merging parties to put forward remedies at the earliest possible stage, the reforms came into effect immediately.

In January 2024, China implemented significant changes to its merger control thresholds – marking the first revisions in 16 years. Coupled with last year's amendments to the Anti-Monopoly Law, they represent a comprehensive revamp of China’s merger control regime.

In our first Essential Antitrust podcast of 2024, host Jenn Mellott is joined by Alastair Chapman, Ninette Dodoo and Mark Sansom to explore some of the themes highlighted in “Global antitrust in 2024: 10 key themes”, our recent report on the biggest trends in antitrust for the year ahead.

The Digital Markets, Competition and Consumers Bill will introduce the most significant reforms to UK competition and consumer laws since the CMA was established in 2014.

In September 2023, the OECD and Canadian Competition Bureau published the Gender Inclusive Antitrust Toolkit. Designed to help competition authorities apply a gender lens to enforcement, the toolkit features key conclusions on how gender can be factored into merger review, evaluation of competitive effects in conduct investigations, detection of cartels and broader public interest considerations.

Nearly four years into his mandate as Director-General for Competition, Olivier Guersent joins us to reflect on this and on his 30-year career at the European Commission.

Over the past few years, competition law regimes in Asia have been undergoing dynamic changes and there has been a noticeable uptick in enforcement since the end of the pandemic. In our latest episode of our Essential Antitrust podcast, we provide a bird’s eye view of the intricate world of antitrust and foreign investments screening in this rapidly evolving region.

The US FTC and DOJ recently released long-awaited updates to the Hart-Scott-Rodino (HSR) Form and Merger Guidelines for assessment of mergers.

Regulators across the globe are keeping a close eye on the rising influence of generative AI.

The Biden Administration antitrust agencies have viewed merger remedies in the US with strong skepticism. The Department of Justice’s Antitrust Division’s attempt to block ASSA ABLOY’s acquisition of Spectrum Brands’ Hardware and Home Improvement division was a case in point, until the trial concluded due to a rare settlement in May 2023, opening the door for the transaction to proceed subject to a divestiture remedy.

As international competition and antitrust laws continue to evolve, companies are concerned with ensuring that their sustainability collaborations do not fall foul of the law.

At this year’s Spring Meeting hosted by the American Bar Association Antitrust Law Section in Washington, DC, antitrust and competition enforcers from the EU, UK, and US came together to share the latest in global antitrust enforcement and competition policy, as well as competition agencies’ collaboration, coordination, and goals for the coming year.

The EU has a brand new tool to police subsidies from non-EU governments. It gives the European Commission power to review M&A deals and public procurement bids, as well as initiate investigations. Companies potentially affected need already now to set up internal information gathering, and to factor the new rules into deal feasibility assessments and timelines.

In 2023 antitrust enforcement will continue to respond to calls for it to do more to address a range of global crises and social concerns. Authorities are being given enhanced powers and new tools, and are tackling novel kinds of cases, which is significantly increasing unpredictability.

Over the past several years, cartel enforcement actions appear to have been on the decline. Despite this, antitrust enforcers have made clear that they have no intention to ease up enforcement efforts and, in fact, have indicated a renewed commitment to aggressive enforcement – as illustrated by a recent spike in dawn raids, including of private homes, in Europe and several initiatives by the Biden Administration in the US.

Antitrust Authorities worldwide have been very vocal on their increasing focus on antitrust violations in the labor market – but what does this actually mean for businesses?

On 1 June new EU and UK rules on agreements for the supply and distribution of goods and services enter into force.

In this latest Essential Antitrust podcast, host Meghan Rissmiller is joined by Tone Oeyen and Alex Potter, partners in Brussels and London, to discuss the implications for businesses as they look to ensure compliance with the new regimes and adapt their strategies to take advantage of some of the changes.

Data issues are increasingly in the spotlight in the tech and life sciences sectors, requiring a holistic approach to antitrust and data protection considerations.

Licensing and collaboration agreements, integral to the life sciences and tech industries, are increasingly complex from an antitrust perspective.

The US FTC and DOJ Antitrust Division recent launch of a process to review the agencies’ merger guidelines comes amid a broader trend of heightened antitrust scrutiny. 

In 2022 expansive legislation and aggressive enforcement are clearly a priority for governments and authorities around the world.

Merger control assessments are becoming less predictable. The European Commission has changed its policy towards Member State referrals. The CMA has been flexing its broad jurisdictional thresholds to call in transactions for review. Driven by a desire not to let any transactions fall through the net, there is a key focus on innovative sectors such as tech and life sciences but the uncertainty extends across industries. Parties must be prepared to deal with the difficulties of navigating this increasingly complex environment.

Fintech M&A is booming, but so is regulatory scrutiny. Competition authorities are increasingly bullish to claim jurisdiction over fintech deals and to pursue novel theories of harm. At the same time, the scope of foreign investment regulation has widened due to the pandemic and ongoing trade tensions, adding yet another piece to the regulatory jigsaw puzzle faced by deal-doers. Getting your fintech deal cleared is no longer a given, and even if you get your merger control and foreign investment clearance, there is still a host of other financial regulation that applies before, throughout and after the deal process. 

On July 9, 2021, President Biden signed a far-reaching executive order aimed at promoting competition in the American economy.

Many stakeholders have applauded the European Commission for its European Green Deal programme. But a key question remains: who will pay for green transformation of the EU’s economy? Most businesses will not be able to finance the transition themselves and entire industries are calling for more public funding.

In the US, there are sweeping proposals in Congress for stricter merger control laws. In the EU, the European Commission is encouraging referral requests from Member States, even where transactions fall below merger control thresholds. In the UK, the revised Merger Assessment Guidelines seek to give the CMA more flexibility to find competition issues. All the while, different regulators are on record calling for tougher overall enforcement against consolidation. Intensified merger control around the globe will mean more – and less predictable – merger filings, making deal-making more complex.

In 2021, evolving market conditions, including heightened regulatory risk, emergence of new theories of harm, and the continuing economic impact of COVID-19 could alter transaction dynamics and contribute to more – and more contentious – transaction-related antitrust litigation, both with authorities and between merging parties.

2020 has demonstrated that governments and policymakers are seeking to implement ambitious sustainability goals.

Antitrust policy and enforcement is now mainstream news: it is front and centre in discussions about large tech players and digital markets, it is a core issue in the debate on sustainability, and it remains a key consideration in global trade negotiations. 

Competition authorities’ global quest to oversee a greater number of deals involving nascent competition looks set to intensify in the year ahead, making deal-making even more complex.

The EU framework for the screening of FDI is now fully applicable. Jenn Mellott discusses the political background and practical implications of the new framework with Frank Röhling and Amaryllis Müller.

The economic hardship caused by COVID-19 has resulted in an increase in firms in financial distress looking for a path forward through M&A.

The COVID-19 pandemic has resulted in rapid changes to the global foreign direct investment landscape as governments re-evaluate which assets will be critical to national security in the future. Many of these changes are here to stay.

The past few years have seen a renewed interest in vertical merger enforcement in the US.

Three and a half years after the EU referendum, the UK has now left the European Union.

The first episode of our new competition podcast, Essential Antitrust, explores the 10th edition of our annual analysis of the global antitrust landscape, 10 Key Themes. 

In our latest podcast, Josh Critchlow speaks to May Smith, Emily Szasz and Sam Withnall from our London tax team about the smorgasbord of business tax measures they found most noteworthy in the Autumn Budget 2025.

Two years have elapsed since the introduction of new vertical block exemptions and guidelines in the EU and the UK. Since then, the European Commission has imposed the highest record fine on file for unlawful territorial restrictions imposed by a supplier on its resellers, in contravention of EU competition law. On the opposite side of the Atlantic, key developments in the US include increased enforcement of vertical restraints by US antitrust agencies.

The geopolitical climate involving the US-China relationship has created opportunities in Southeast Asia, leading many businesses to look to Southeast Asia for growth. The region’s GDP growth is forecasted to reach 4.6% in 2024 and 4.7% in 2025, and businesses are keen to capitalise on its growth potential.

In the fourth episode of this series, Applying Malus and Clawback in practice, partners Alice Greenwell and David Mendel discuss the ‘pointy end’ of malus and clawback – what happens when companies want to use malus and clawback, and how to address the employment and other legal issues that may arise.

Over the past few years, the function and scope of private credit within financial markets has increased greatly. As private credit funds play a greater role in activities traditionally undertaken by banks, they are attracting growing scrutiny from both regulators and governments who are concerned about heightened risks to the financial system.

The UK Chancellor of the Exchequer, Rachel Reeves, has delivered the Autumn Budget 2024.

In the third episode of this series, Next Stop: CSOP, partner David Mendel and senior associate Nicola Jones cover all things related to tax favoured company share option plans, also known as CSOPs. David and Nicola discuss the recently increased flexibility of these share plans, and their attractiveness to companies, including in the private capital space, who are looking to incentivise key employees in their workforce.

In the second episode of this series, Remuneration vs Compensation – the Transatlantic Pay Debate, partner Alice Greenwell and senior associate Regina Erie discuss transatlantic reward issues and the ongoing debate about UK versus US pay practices. Alice and Regina cover topics beyond the perceived difference in executive pay levels between the UK and the US, including structural variations between the two jurisdictions in regards to tax and compensation.

In the first episode of this series, Being prepared for the (not so) unexpected: planning for executive exits, partners Alice Greenwell and David Mendel sit down to discuss the essential considerations for remuneration committees when an executive is leaving the company. Alice and David cover exit packages and the restrictions on publicly listed companies, as well as other tricky topics for companies to be aware of.

The UK Chancellor of the Exchequer, Jeremy Hunt, has delivered the Spring Budget 2024.

In January 2024, China implemented significant changes to its merger control thresholds – marking the first revisions in 16 years. Coupled with last year's amendments to the Anti-Monopoly Law, they represent a comprehensive revamp of China’s merger control regime.

In our first Essential Antitrust podcast of 2024, host Jenn Mellott is joined by Alastair Chapman, Ninette Dodoo and Mark Sansom to explore some of the themes highlighted in “Global antitrust in 2024: 10 key themes”, our recent report on the biggest trends in antitrust for the year ahead.

President Biden’s Executive Order 14105 on outbound investment restrictions is expected to take effect in 2024. While this policy may not be the sweeping “reverse CFIUS” regime that many in industry anticipated and feared, it nonetheless represents a disruptive shift in investment dynamics for Asian and US investors.

Back in October, the global Freshfields Tax team published the Tax investigations and disputes across borders guide which, among other things, provided an overview of current trends in corporate tax disputes and gave some predictions for the future.

The Digital Markets, Competition and Consumers Bill will introduce the most significant reforms to UK competition and consumer laws since the CMA was established in 2014.

In September 2023, the OECD and Canadian Competition Bureau published the Gender Inclusive Antitrust Toolkit. Designed to help competition authorities apply a gender lens to enforcement, the toolkit features key conclusions on how gender can be factored into merger review, evaluation of competitive effects in conduct investigations, detection of cartels and broader public interest considerations.

The UK Chancellor of the Exchequer, Jeremy Hunt, has delivered the Autumn Statement 2023.

In this episode of our Essential Antitrust Asia, Freshfields’ senior associate Laurent Bougard speaks to Ninette Dodoo, a partner of the firm’s Beijing office and head of the China antitrust team, as well as Hazel Yin, an antitrust partner of RuiMin Law Firm in China.

Nearly four years into his mandate as Director-General for Competition, Olivier Guersent joins us to reflect on this and on his 30-year career at the European Commission.

With the continued growth of the life sciences sector in Asia, companies are increasingly entering into licensing and collaboration arrangements to drive innovation and manage risk.

Regulators across the globe are keeping a close eye on the rising influence of generative AI.

At this year’s Spring Meeting hosted by the American Bar Association Antitrust Law Section in Washington, DC, antitrust and competition enforcers from the EU, UK, and US came together to share the latest in global antitrust enforcement and competition policy, as well as competition agencies’ collaboration, coordination, and goals for the coming year.

The EU has a brand new tool to police subsidies from non-EU governments. It gives the European Commission power to review M&A deals and public procurement bids, as well as initiate investigations. Companies potentially affected need already now to set up internal information gathering, and to factor the new rules into deal feasibility assessments and timelines.

The UK Chancellor of the Exchequer, Jeremy Hunt, has delivered the Spring Budget 2023.

In 2023 antitrust enforcement will continue to respond to calls for it to do more to address a range of global crises and social concerns. Authorities are being given enhanced powers and new tools, and are tackling novel kinds of cases, which is significantly increasing unpredictability.

In this episode of our Essential Antitrust Asia series, Freshfields’ senior associate Laurent Bougard speaks to Kaori Yamada, a partner of the firm’s Tokyo office and Head of the Antitrust, Competition and Trade practice in Asia.

Antitrust Authorities worldwide have been very vocal on their increasing focus on antitrust violations in the labor market – but what does this actually mean for businesses?

On 1 June new EU and UK rules on agreements for the supply and distribution of goods and services enter into force.

In this latest Essential Antitrust podcast, host Meghan Rissmiller is joined by Tone Oeyen and Alex Potter, partners in Brussels and London, to discuss the implications for businesses as they look to ensure compliance with the new regimes and adapt their strategies to take advantage of some of the changes.

This episode focuses on the key updates and enforcement trends in Hong Kong.

In this podcast senior knowledge lawyer Alison Dickie speaks to partner Sarah Bond, senior associate Simon Murray, and associate David Haughey about the relevance and practical application of legal professional privilege in the context of contentious tax matters. 

The rate of cyber attacks has increased since the beginning of the pandemic affecting businesses across all sectors.

You’ll rarely find opportunity without risk. Investing in Asia-Pacific is no exception. The nature and the speed of change in the region impacts the evolution of risk and the significant opportunities open to the best prepared global investors.

In 2022 expansive legislation and aggressive enforcement are clearly a priority for governments and authorities around the world.

With Dr Mohamed El-Erian, President of Queens' College Cambridge

In this episode of our Tax Matters podcast Joshua Critchlow interviews Lorand Bartels, Katharina Kubik and Brin Rajathurai about the implications of these recent agreements and what trade law challenges may remain in relation to DSTs. The team also discuss tax developments on the horizon that will need to be monitored from a trade perspective and explore challenges around getting the OECD agreement implemented in the US. 

The German federal election on 26 September 2021 marked the beginning of the end of Angela Merkel’s time as German Chancellor, however, the outcome of the election is still unclear.

This episode features Freshfields partner Alastair Mordaunt and partners from Indian law firm AZB & Partners, Samir Gandhi, Senior Partner and head of the firm's competition practice, and Hemangini Dadwal, who both advise on a broad range of competition and merger control issues in India.

The EU has announced a wide-ranging package of tax reforms, called “EU BT 21”, which presents a diverse range of measures from those addressing the increasing digitalisation of the economy, to those designed to increase transparency and others supporting the green transition.

ESG has risen up the corporate agenda, driven by investors, employees, NGOs, government regulation, climate change, other environmental challenges, and societal issues, among others.

In last year’s Budget, Rishi Sunak unveiled plans to require big businesses to proactively disclose information on the grey areas in their tax returns.

Many stakeholders have applauded the European Commission for its European Green Deal programme. But a key question remains: who will pay for green transformation of the EU’s economy? Most businesses will not be able to finance the transition themselves and entire industries are calling for more public funding.

In this second podcast in our ‘Rethinking the supply chain’ series, Kate Gough, Moritz Becker and Tim Harkness from our dispute resolution practice discuss the legal framework for renegotiating contracts under the laws of England and Wales, Germany and the US, and the common mis-steps that negotiators make. 

In this podcast in our series on market conduct topics intended for a financial services audience, Tim Mak in Hong Kong, Altin Sila in New York, Dan Newton in London and Anne-Laure Vincent in Paris discuss the insider dealing regimes in the key financial centres and some key differences between them, using US case law as a springboard.

ESG has risen up the corporate agenda, driven by a combination of investor activism, government regulation, climate change, societal issues and shifts in the way companies think about governance.

In the United Arab Emirates, there is no general duty for employees to disclose wrongdoing in a company, but as the podcast participants highlight, introducing effective speak up programs and whistleblowing protections are essential to well-functioning compliance programs and to mitigate risks.

The third episode in our Asia Essential Antitrust podcast series in which we speak with local experts in Asia to bring you the latest competition law trends and updates in the region.

They’ve long been used by oil companies to protect against foreign governments seizing their assets.