May Antitrust and Competition Bulletin: Top-of-Mind Global Antitrust Issues

Welcome to this edition of the Sidley Antitrust and Competition Bulletin — thoughts on topics that are top of mind for Sidley’s global Antitrust and Competition team and why they may matter to you.

• The U.S. Department of Justice (DOJ) Assistant Attorney General (AAG) Gail Slater for Antitrust introduces “America First Antitrust” policy.
• The UK Competition and Markets Authority (CMA) recently launched a consultation into proposed changes to its cartel leniency guidance.
• The European Commission (EC) recently launched a consultation into its merger review guidance.
• The state of Washington has enacted a premerger notification act requiring submission of a copy of the Hart-Scott-Rodino (HSR) filing to the state attorney general under certain circumstances.
• The U.S. House abandoned efforts to consolidate antitrust enforcement under the DOJ.
• The new UK consumer protection rules and enforcement powers took effect.

Read more on how this news can affect your business below ....

DOJ Antitrust’s Slater introduces “America First Antitrust” Policy in speech at Notre Dame Law School: Newly appointed AAG for Antitrust gave her first formal address in the role at Notre Dame Law School on April 28. During the speech, Slater introduced the “America First Antitrust Policy,” which she described as “rooted in conservative values.” The policy focuses on three key tenets:

1. “the protection of individual liberty from government and corporate tyranny”
2. “a healthy respect for textualism, originalism, and precedent grounded in a commitment to robust and fair law enforcement”
3. “a healthy fear of regulation that saps economic opportunity by stifling rather than promoting competition”

The speech made reference to the division’s new Anticompetitive Regulations Task Force, which will identify and eliminate barriers that are believed to undermine the free market. New Commissioner Mark Meador of the Federal Trade Commission (FTC) followed AAG Slater’s speech by setting out his own remarks on May 1 in a 33-page document titled “Antitrust Policy for the Conservative.”

Why it matters: In their latest and perhaps most detailed public remarks on their governing ideology, Slater and Meador tend to confirm discussion that antitrust under the present administration is not simply going to resemble Republican leadership that preceded it but, in many ways, will continue the more interventionist legacy of the Biden administration. Slater specifically calls out “online platforms” that “play a critical role in our digital public square” as well as labor restraints that harm wage growth and working conditions as particular areas of focus. Similar to AAG Slater’s position, Commissioner Meador’s remarks convey a rejection of traditionally Republican libertarian or laissez-faire approach to competition regulation.

UK consults on new cartels leniency guidance: The UK CMA is consulting on proposed changes to its cartels leniency guidance. The UK leniency regime aims to help the CMA detect and enforce against cartel activity by encouraging firms and individuals that have been involved in a cartel to come forward and cooperate with the CMA in exchange for immunity from — or a reduction in — financial penalties, criminal prosecution, and/or director disqualification proceedings.

Why it matters: This is the first time the CMA’s leniency guidance has been reviewed comprehensively since it was first adopted back in 2013. Among other proposals, the draft guidance updates the definition of cartel activity to reflect recent case law and enforcement practice (e.g., to reflect no-poach agreements), amends protections for leniency applicants who are not immunity applicants, and aligns with other legislative changes and policy developments. A key objective is to ensure that incentives to apply for leniency are “in the right place” and to streamline the guidance and make it clearer and more user-friendly. The consultation period will close on June 9, 2025, and instructions for providing views to the CMA can be found here.

EC seeks businesses’ feedback on the review of its merger guidelines: The EC has launched a long-anticipated public consultation (Consultation) on the overhaul of its guidelines on the assessment of mergers (Guidelines), encouraging businesses to share their views by September 3, 2025. The Consultation encompasses both

1. the horizontal merger guidelines, which set out the framework for the review of M&A activity between rivals
2. the nonhorizontal merger guidelines, which guide deals between firms with supply-chain links or complementary products or services

In its bid to modernize the Guidelines, the EC is soliciting responses to general questions related to its review as well as to questions on emerging issues such as security and labor considerations, digital ecosystems, and the resilience of EU value chains.

Why it matters: The Guidelines guide the decision-making process of EC authorities who are examining significant transactions. The Consultation advances a range of policy objectives that do not derive directly from the traditional economic principles underpinning competition law. In adopting this approach, the EC affords itself greater flexibility to pursue those objectives, albeit in a manner that may prove less predictable. Whether this shift will ultimately raise or lower the overall level of intervention remains to be seen. The EC expects to finalize the review of the Guidelines by the end of 2027.

Washington becomes the first U.S. state to enact its own premerger notification act: On April 4, 2025, Washington enacted a premerger notification act, modeled in part after the federal Hart-Scott-Rodino (HSR) Act but tailored to address state-specific concerns. The new law requires companies and individuals (together, Persons) — starting July 27, 2025 — to share filings made under the HSR Act with Washington’s state attorney general before completing certain mergers, acquisitions, or other transactions that meet any of the following conditions:

• that Person has a principal place of business in Washington;
• that Person or entities it controls directly or indirectly had annual net sales in Washington of the goods or services involved in the transaction of at least 20% of the filing threshold; or
• the Person is a “provider or provider organization” conducting business in Washington.

Why it matters: Note that Washington’s premerger notification act applies to “Persons” who make HSR filings — so it applies to both target and buyer. The act marks a significant development in state-level antitrust enforcement and reflects growing concern at the state level about the adequacy of federal antitrust enforcement, especially in such sectors as healthcare, technology, and retail. Washington’s act highlights perceived gaps in federal antitrust oversight and may signal a trend toward more proactive state involvement in antitrust matters. A handful of other states – are considering similar legislation, including the District of Columbia, California, Colorado, Hawaii, Nevada, Utah, and West Virginia. If multiple states adopt premerger notification requirements, companies engaging in mergers and acquisitions will face a more complicated regulatory landscape in the United States.

U.S. House abandons bill that would have consolidated the FTC Bureau of Competition and the DOJ Antitrust Division: On January 14, 2025, the U.S. House of Representatives re-introduced the One Agency Act, which would “transfer antitrust enforcement from the Federal Trade Commission to the Attorney General.” Historically, the FTC Bureau of Competition has shared jurisdiction over antitrust enforcement with the DOJ Antitrust Division. Each agency’s jurisdiction is primarily determined by industry, but where conflicts arise, an interagency clearance process is used to establish which agency will pursue an issue. Consolidating antitrust oversight powers into the DOJ was a controversial proposal and considered a reaction to Biden-era FTC policies pioneered by former FTC Chair Lina Khan. The measure earned the public support of Elon Musk. However, despite previous support of the proposal, on April 30, the House Judiciary Committee Republicans and Committee Chairman Jim Jordan of Ohio reversed course and proposed an amendment to remove the consolidation provision from the reconciliation package.

Why it matters: This event provided a sort of pressure test to the question: Will Republicans consolidate the antitrust agencies — a longtime conservative talking point — now that they are in power? Well, for the foreseeable future, overlapping agency jurisdiction will remain.

New UK consumer protection rules and enforcement powers took effect: Key provisions of the UK’s consumer protection regime under the Digital Markets, Competition and Consumers Act came into force on April 6, 2025. For the first time, the CMA can directly enforce consumer law and impose fines of up to 10% of global annual turnover for serious breaches. Initial enforcement is expected to focus on (i) drip pricing (i.e., hidden fees or charges), (ii) fake customer reviews, (iii) misleading online design or “dark patterns,” (iv) pressure selling, and (v) unfair contract terms. We outline the key changes and implications in this Sidley update.

Why it matters: While the CMA is expected to take firm action on clear violations, it has indicated that the first 12 months of enforcement will often involve advisory letters or lighter-touch interventions — particularly where issues are less serious. This creates a window for businesses to engage constructively with the regulator and proactively align their practices. That said, “egregious breaches” may still trigger early enforcement and significant fines. Political pressure on the CMA to act decisively means that scrutiny will be high. Businesses should prioritize compliance reviews now to reduce risk and adapt to the evolving regulatory landscape.