August 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. Federal Trade Commission (FTC) and U.S. Department of Justice Antitrust Division (DOJ) hosted public listening sessions aimed at identifying barriers to drug price competition in the U.S. healthcare system.
• The Ninth Circuit ruled on and clarified the Attorney General–approval requirement for newspaper joint operating agreements.
• The European Commission (Commission) has launched a public consultation on a proposed new law, the Digital Fairness Act (DFA).
• The EU General Court affirmed the discretion of the Commission related to timing of referral of mergers.

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

FTC and DOJ host public listening sessions aimed at identifying barriers to drug price competition in the U.S. healthcare system: On August 4, the DOJ and FTC along with the Department of Commerce and the Department of Health and Human Services jointly hosted the final public listening session, held as part of implementing President Donald Trump’s Executive Order 14273, Lowering Drug Prices by Once Again Putting Americans First. This session focused on synthesizing insights from earlier sessions (held on June 30 and July 24) and identifying actionable strategies to make medications more affordable and accessible for Americans.

Why it matters: The panelists identified several significant issues affecting drug affordability and patient access and called for targeted, bipartisan regulatory reforms aimed at simplifying administrative processes. The stated goal is to enable faster approvals and market entry for more affordable treatments. Panelists also focused on the role of pharmacy benefit manager (PBM) practices, with legislative proposals such as the PBM Reform Act and Patients Before Monopolies Act being highlighted as potential solutions. Executive Order 14273 calls for a public report providing administrative and legislative recommendations based on input from the sessions by October 12, 2025.

Ninth Circuit Clarifies Attorney General Approval Requirement for Newspaper Joint Operating Agreements: The Ninth Circuit recently reversed a Nevada district court’s decision over the Las Vegas Review-Journal and Las Vegas Sun’s joint operating arrangement (JOA) under the Newspaper Preservation Act (NPA). Enacted in 1970, the NPA provides a specific exemption from antitrust laws for struggling newspapers by allowing them to combine business operations while maintaining separate editorial voices, provided that the U.S. Attorney General gives prior written consent.

The JOA, as amended in 2005, stated that the Sun would cease publication as a standalone tabloid and instead be inserted into the Review-Journal as a special section. The Review-Journal sought the dissolution of the JOA, claiming that the amended JOA was not separately approved by the Attorney General. Although the circuit court denied the motion, the Ninth Circuit panel reversed that decision and wrote that the plain language of § 4(b) of the NPA clearly requires prior written approval from the Attorney General for any subsequent amendment. Without such approval, the agreement is unlawful and therefore unenforceable.

Why it matters: Although the NPA is not frequently invoked, this decision reinforces that those cooperative arrangements among competitors, even for the purpose of survival, cannot bypass antitrust scrutiny. The limited antitrust exemptions provided by the NPA are designed to preserve the existence of failing newspapers, not to facilitate consolidation or monopolization within the industry.

Proposed new EU digital law: The Commission has launched a public consultation on a proposed new law – the DFA – aimed at strengthening consumer protection in digital markets. The initiative is designed to fill perceived “gaps” left by recent EU digital regulations, such as the Digital Services Act and Digital Markets Act. If adopted, the DFA would create new, broad-based rules for how business-to-consumer (B2C) companies interact with consumers online, covering areas such as interface design, pricing transparency, personalization, subscription management, and influencer marketing. The consultation is open until October 9, 2025, alongside a separate EU review of its consumer policy strategy for 2025–30.

Why it matters: The DFA would apply widely across the B2C digital economy, with significant implications for international companies operating in or targeting EU consumers. The Commission’s initial focus areas include banning “dark patterns,” mandating upfront total pricing, safeguarding vulnerable users, curbing addictive design, regulating influencer marketing, and simplifying subscription changes. Sectors likely to be most affected range from e-commerce and digital platforms, streaming, and travel to fintech, gaming, and app-based services. With final legislation potentially in force by 2027, the consultation period offers a key opportunity for businesses to help shape the scope, design, and practical application of the rules — and to avoid unintended constraints on legitimate commercial practices.

EU General Court affirms Commission’s discretion in merger referral: In its July 2, 2025 judgment, the EU General Court upheld the Commission’s discretion to review a transaction even though the national regulator referred the transaction to the Commission more than a month after being informed of the planned transaction. The General Court clarified that the 15-working-day deadline in Article 22 of the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the EU Merger Regulation) begins only once the parties actively communicate their transaction plans to the regulator. Such communication must enable the national regulator to make a preliminary assessment of whether the conditions for a referral to the Commission under Article 22 of the EU Merger Regulation are met.

Why it matters: The Commission’s use of Article 22 to review deals below merger control thresholds was dramatically curtailed by the EU Court of Justice in its landmark 2024 judgment (see our insights here). This latest judgment of the General Court provides clarification for dealmakers, emphasizing the need for parties to proactively consider their options for navigating potential referrals. In this instance, on July 17, the Commission conditionally approved the acquisition but required the divestment of the majority of the target’s activities related to wholesale distribution of drinks to hotels, restaurants, and cafés.

• On Tuesday, September 23, 2025, Sidley will host an exclusive roundtable discussion: EU Merger Guidelines and the Quiet Rise of AI Partnerships. Featuring special guest Terézia Kianičková of DG COMP, a member of the team responsible for reviewing the EU merger guidelines, and moderated by Sidley managing associate Iva Todorova, this interactive session will explore the review of the EU merger guidelines and the EU merger control approach to AI partnerships. To learn more or register, please contact us at brevents@sidley.com.