The Federal Trade Commission and the DOJ’s Antitrust Division recently announced two settlement agreements, signaling that this Administration is willing to resolve merger competition concerns — in appropriate cases — through negotiated divestiture remedies.  These actions herald a return to more efficient, predictable outcomes in U.S. merger review.

The Biden Administration’s antitrust enforcers expressed significant hostility toward antitrust remedies, settling only a handful of merger cases and typically only during active litigation.  As a result, many transacting parties resorted to, and in several cases were successful in, “litigating the fix” by entering into a unilateral commitment or divestiture without government agreement, and then arguing to a court that any competitive concerns were resolved by their solution.

Commentary by leadership under the Trump Administration has been more mainstream on merger remedies.  In her confirmation hearing, Gail Slater, Assistant Attorney General for the Antitrust Division, stated that “we may take a different approach . . . on settlements in merger cases where effective and robust structural remedies can be implemented without excessively burdening the Antitrust Division’s resources.”  In remarks delivered earlier this week, Bill Rinner, Deputy Assistant Attorney General for the Antitrust Division, further endorsed structural remedies, referring to them as a “scalpel” that can “remove harmful issues that may infect an otherwise lawful transaction.”

The new FTC leadership has similarly expressed a willingness to consider remedies.  Andrew Ferguson, FTC Chairman, issued a statement accompanying the recent settlement announcement, which characterized remedies as a vital tool that “can temper the potentially over-inclusive effects of an injunction blocking an entire merger,” while “maximiz[ing] the Commission’s finite enforcement resources” by avoiding costly, time-consuming and uncertain litigation.  And in remarks delivered yesterday, Melissa Holyoak, FTC Commissioner, echoed these sentiments, noting that “the Trump FTC is reversing course and will engage with merging parties when they present serious divestitures that will preserve competition . . .”

While open to negotiated divestitures, agency leadership has expressed skepticism of “behavioral” remedies and has made clear that even structural remedies will be held to exacting standards.  DAAG Rinner commented that the Antitrust Division does “not plan to hash out merger settlements over martinis,” and that merger settlements “must be strong, robust and provide great confidence in their ability to protect competition.”  Chairman Ferguson has further articulated that the FTC should not “ordinarily accept a structural remedy unless it involves the sale of a standalone or discrete business, or something very close to it, along with all tangible and intangible assets necessary (1) to make that line of business viable, (2) to give the divestiture buyer the incentive and ability to compete vigorously against the merged firm, and (3) to eliminate . . . to the extent possible any ongoing entanglements between the divested business and the merged firm.”  Commissioner Holyoak similarly remarked that her preferred divestiture “includes a standalone business or a complete business unit” that is “free of entanglements with the seller of the assets.”  She added that the “divestiture buyer is also critical to the success of the divestiture” and that the buyer cannot “create new anticompetitive concerns” or be “over its head, financially unstable, or otherwise lack[] the capabilities to operate the divested assets,” and only in “extraordinary circumstances,” would she consider a “divestiture without an upfront buyer.”

Notably, each of the recently announced settlements involved the divestiture of entire product lines to a buyer with significant industry expertise.  Both transactions remain pending before the Chinese antitrust authorities.

• The DOJ’s settlement with Keysight/Spirent involves three types of communications testing and measurement equipment, and the parties are allegedly close competitors with combined shares in excess of 50 percent. To address the DOJ’s concerns, the parties  agreed to sell Spirent’s businesses at issue to Viavi, a global provider of network test, monitoring and assurance solutions.
• The FTC’s settlement with Synopsys/Ansys, which largely mirrors the remedial terms agreed to with the European Commission in January 2025, involves optics, photonics, and register-transfer-level power consumption analysis software, and the parties are allegedly each other’s closest competitor with combined shares in excess of 60 percent. To address the FTC’s concerns, the parties agreed to sell Synopsys’s optics and photonics business and Ansys’s register-transfer-level power consumption analysis software to Keysight, a provider of electronic design and test hardware, software, and solutions.  Synopsys had previously announced an agreement with Keysight to sell its optics business in September 2024, conditioned on closing the Ansys transaction, likely in anticipation of remedy discussions with or potential antitrust challenges by the antitrust agencies.  Notably, in a departure from a policy that was adopted by the FTC under the Biden Administration, the settlement does not include a requirement that the parties seek prior FTC approval for future acquisitions affecting the same relevant markets.

As discussed in our previous memo, we expect FTC and DOJ leadership in this Administration to continue to embrace a more conventional approach to M&A than the Biden Administration, as most recently evidenced by their willingness to remediate competition concerns through settlement.  Rinner’s remarks this week further outlined how antitrust enforcement under new DOJ leadership would change, including putting an end to sending “‘scarlet’ letters warning parties that they ‘close at their own risk’”; to leveraging “the threat of law enforcement to accomplish policy objectives that are clearly beyond the law”; and to issuing “spurious second requests simply to build a civil or criminal conduct investigation.”

These enforcement actions and policy statements are welcome developments in a fast-evolving regulatory landscape.  As always, a comprehensive and thoughtful regulatory strategy should account for potential negotiated settlements with antitrust authorities in the United States and abroad.

This post comes to us from Wachtell, Lipton, Rosen & Katz. It is based on the firm’s recent memorandum, “New Administration Open to Antitrust Merger Remedies,” dated June 6, 2025.