- The FTC under Chairman Andrew Ferguson is requiring more upfront HSR disclosures while using early termination and targeted divestitures to clear deals that credibly eliminate competitive harm.
- Mars’s $36B acquisition of Kellanova received FTC early termination after an extensive review and was later cleared unconditionally by the European Commission.
- Synopsys’s $35B acquisition of Ansys was approved only with divestitures of optical, photonic-simulation, and power-analysis software assets to Keysight.
- For 2025, HSR thresholds and fees increased, raising the reportable transaction threshold to $126.4M and expanding filing burdens.
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The article “FTC Focus: M&A Approvals A Year After Trump’s Election” argues that the FTC has adopted new tools—expanded HSR reporting, willingness to grant early terminations, and embrace of structural remedies—that reshape merger enforcement. Recent enforcement outcomes provide concrete evidence as to how these tools are being applied.
Expanded HSR Reporting & Threshold Adjustments
In October 2024, the FTC finalized changes to the Hart-Scott-Rodino (HSR) Act reporting form, adding narrative and data requirements regarding competitive overlaps, supply chains, and ownership or governance. For 2025, the FTC updated the size-of-transaction threshold for HSR reporting from $119.5 million to $126.4 million, and revised the related filing fee schedule accordingly. These changes mean more transactions cross the reporting threshold and impose greater information burdens on filing parties. Many of the new disclosures aid FTC’s triage of deals for early termination.
Early Termination Re-emergence
The Mars-Kellanova transaction illustrates the revived place of early termination. After nearly a year of investigation, involving extensive interviews, data analysis, and document review, the FTC concluded that the deal did not meet the legal standard for harm and granted early termination of its investigation—flattening one of its more high-profile merger reviews. This supports the article’s point that FTC’s job now is as much about efficiently allowing benign transactions as it is about challenging problematic ones.
Use of Structural Remedies (Divestitures over Litigation)
The Synopsys-Ansys combination confirms that structural remedies are back in vogue under the FTC’s new leadership. To resolve competition concerns in three key software markets—optical tools, photonic simulation, and power consumption analysis tools—the FTC required divestitures to Keysight Technologies. Both the proposed and final consent orders required that these assets be sold off, with transition services and oversight mechanisms such as monitoring. This aligns with article claims that remedies will be accepted insofar as they are discrete businesses and fully address competitive harm.
Continuity in Enforcement Frameworks
Despite personnel changes, the article’s observation that the 2023 Merger Guidelines remain the analytic lodestar is confirmed. In February 2025, Chairman Ferguson reaffirmed that the joint 2023 FTC/DOJ guidelines are in effect and serve as the framework for merger review. This continuity preserves emphasis on market concentration, dominant positions, potential competition, serial acquisitions, and labor market impacts.
Strategic Implications & Questions
For dealmakers, the current regulatory climate means greater upfront work: identifying overlaps, preparing robust competitive analyses, and developing credible remedies before filing. While some large deals pass with no remedies, others only after structural fixes; thus, ability to prototype solutions and interact with regulators early becomes a competitive advantage. Open questions include how techno-sensitive features (e.g., AI algorithms, photonics) will be evaluated, how FTC and EU alignment or divergence will affect cross-border deals (as with Mars-Kellanova), and how rising enforcement costs will alter deal pipeline, especially among middle-market acquirers.
Contrasting Insights
While the article emphasizes “thoughtful and practical” enforcement—letting benign deals go through—recent FTC actions show that benign must be provably benign. The Mars-Kellanova outcome demonstrates leniency likely only after a comprehensive inquiry. On the other hand, the Synopsys-Ansys case reveals that even high–innovation deals will face rigorous remedial requirements if competitive overlaps exist.
Risks and Speculation to Watch
There is potential pushback: industries facing compliance burdens—health care providers, food retailers, conglomerates—have begun lobbying to reverse or modify new reporting requirements; legislation to overturn the revised HSR form has surfaced. Also, tightening of thresholds imposes costs on smaller deals. Finally, international divergence (EU vs. U.S.) continues to complicate global strategy—EU clearance lagging U.S., or differing concerns about bargaining power, retailer dynamics, and product definitions.
Supporting Notes
- Final changes to HSR reporting requirements, including broad narrative/data for overlaps, supply-relationships, and ownership/governance, took effect in October 2024.
- The 2025 size-of-transaction threshold under HSR rose to $126.4 million, up from $119.5 million in 2024, as approved unanimously by the FTC.
- The FTC granted early termination of its antitrust review of Mars’s $36 billion acquisition of Kellanova, concluding the transaction did not violate Section 7 of the Clayton Act.
- The European Commission later approved Mars-Kellanova without conditions, enabling deal close by December 11, 2025.
- Synopsys completed its $35 billion acquisition of Ansys on July 17, 2025.
- FTC required Synopsys and Ansys to divest optical and photonic software tools (from Synopsys) and the PowerArtist tool (from Ansys) to Keysight Technologies to resolve competition concerns.
- These divestitures were finalized with regulatory approval; Synopsys expects completion around October 17, 2025.
- Chairman Ferguson reaffirmed in February 2025 that the 2023 FTC/DOJ Merger Guidelines are the framework in effect.
- An amendment in 2025 imposes new administrative reporting burdens on merging parties via revised HSR form; the American Hospital Association and others are pushing legislation to overturn the changes.