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

Welcome to the first edition of the Sidley Antitrust and Competition Bulletin for 2026 — thoughts on topics that are top of mind for Sidley’s global Antitrust and Competition team and why they may matter to you.

• U.S. antitrust regulators release 2026 HSR Act thresholds and raise HSR filing fees
• The U.S. Federal Trade Commission continues to pursue targeted enforcement against anticompetitive noncompete agreements
• The European Commission has published Foreign Subsidies Regulation Guidelines
• The UK government has launched a consultation into refining elements of the UK competition regime
• The European Commission is hosting a number of technical stakeholder workshops and a conference to inform revision of its merger guidelines, and the UK Competition and Markets Authority launched a call for evidence in relation to its approach to merger efficiencies
• The European Commission imposed fines for participation in an automotive starter battery cartel

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

Annual revisions to the HSR jurisdictional thresholds and filing fees: The U.S. Federal Trade Commission (FTC) has announced the annual revisions to the jurisdictional thresholds and filing fees under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), effective for transactions closing on or after approximately February 13, 2026. The updates increase the minimum “Size of Transaction” threshold from $126.4 million to $133.9 million and raise the “Size of Person” thresholds to $26.8 million for one party and $267.8 million for the other party. The agency likewise adjusted the filing fees associated with HSR filings and the thresholds under Section 8 of the Clayton Act governing interlocking directorates. These changes reflect annual adjustments and will apply shortly after publication of the Federal Register notice. Please review our Sidley Update for greater details.

Why it matters: Transactions that close on or after February 13, 2026, will be subject to the revised HSR thresholds and filing fee schedule, and the updated Section 8 thresholds may likewise affect whether certain overlapping board or officer relationships between competitors are permitted after that date.

The FTC continues to pursue targeted enforcement against anticompetitive noncompete agreements: The FTC issued an administrative complaint and proposed consent order against a building services contractor that provides maintenance, janitorial, concierge, valet, and security services to residential buildings based on alleged “no-hire” provisions in customer contracts on December 19. The relevant provisions purportedly restricted Adamas’ customers from hiring its employees to provide similar services. As with previous agency orders, the final order against Adamas contains a 10-year prohibition against the use of no-hire agreements and requires Adamas to provide written notice to customers and employees subject to them. Finally, Adamas must provide annual compliance reports to the agency for 10 years.

Why it matters: Despite formally abandoning its defense of the Biden-era Noncompete Rule, case-by-case enforcement against “unreasonable” noncompete agreements remains a key priority for the FTC, as we discussed late last year. The FTC held a virtual workshop — “Moving Forward: Protecting Workers from Anticompetitive Noncompete Agreements” — hosted by the agency’s Joint Labor Task Force on January 27. The workshop was part of the FTC’s efforts to highlight the negative impact of noncompete agreements on American workers and put businesses on notice of its current enforcement priorities.

European Commission publishes Foreign Subsidies Regulation Guidelines: On January 9, the European Commission (EC) published its formal Guidelines on the application of the Foreign Subsidies Regulation (FSR), setting out for the first time how it intends to interpret and apply key substantive and procedural concepts under the regime. Designed to enhance predictability and transparency for companies subject to FSR review, the Guidelines reflect enforcement experience since the FSR began applying in July 2023. The Guidelines clarify several different areas, including (i) how “distortions” to the EU internal market will be assessed, (ii) how the EC will approach the so-called “balancing test” (weighing potential distortive effects against possible positive effects), and (iii) how the EC will use its broad powers to call in merger-and-acquisition (M&A) transactions and public tenders that do not otherwise meet the mandatory thresholds for review.

Why it matters: The FSR Guidelines provide important clarifications for businesses on how to navigate the FSR regime. The FSR empowers the EC to review and, where necessary, remedy the effects of non-EU financial contributions that may distort competition in the EU internal market. Examples of potential distortions include enabling beneficiaries to submit unduly favorable bids in M&A or procurement processes and financing operations or aggressive expansion on terms unavailable to competitors. The FSR operates alongside EU merger control, State aid, and antisubsidy rules, and it includes mandatory suspensory notification requirements for certain M&A transactions and public procurement procedures as well as broad investigative powers. For more information on the key takeaways from the new FSR Guidelines, see our Sidley Update.

UK government consults on changes to the competition regime: On January 20, the UK Department for Business and Trade launched a consultation to refine the current UK competition regime through a number of proposed legislative changes, including

• amending the jurisdictional “share of supply” and “material influence” tests as set out in statute to provide greater certainty on which transactions would be subject to UK merger control
• extending the time for agreeing remedies in phase 1 of a merger review (from 10 to 20 working days), increasing the chances of resolving concerns early and avoiding a more intensive and lengthy phase 2 investigation
• changing the decision makers in phase 2 mergers (and in the markets regime) from an independent panel to a subcommittee of the board of the Competition and Markets Authority (CMA)
• replacing the current market studies and market investigations regime with a single-phase market review tool that will have a statutory time limit of 24 months (extendable by up to six months)
• making “sunset clauses” in market remedies a legal requirement (with some exceptions at the CMA’s discretion)
• requiring reviews of ongoing market remedies at least once every 10 years

Other proposals include further flexibility within the current concurrency framework, providing the CMA with stronger powers to investigate algorithms and providing the Secretary of State with a formal role in key CMA guidance documents.

Why it matters: These proposals are designed to complement the changes the CMA has made to its operations and procedures in order to drive growth and enhance competition for businesses and consumers, as set out in the UK government’s May 2025 Strategic steer to the Competition and Markets Authority. If implemented, some of these proposals — notably the proposed changes to the decision-making process and the change to the markets regime — could result in a significant change to the way the CMA operates in these areas. This consultation is open until March 31.

Consultations on proposed changes to merger reviews continue in Europe: Nearly 20 years since publication of its current merger guidelines, the EC is reviewing its merger guidelines to update them to reflect new market realities. The EC has already carried out several consultations including on specific topics and hosted technical stakeholder workshops and will, on March 5, 2026, host a conference to discuss key aspects of the ongoing review.

In parallel to the EC’s review, on January 15, the CMA launched a call for evidence on its approach to the assessment of rivalry-enhancing efficiencies in mergers.

Why it matters: The EC is focused on restoring Europe’s dynamism and boosting economic growth following Mario Draghi’s 2024 report on EU competitiveness. As part of the revision of the EC merger guidelines, the EC is assessing ways to promote innovation, decarbonize the economy, and make the EU economy more resilient to shocks. Certain industries are asking for more flexibility and allowing greater consolidation. The EC must find a delicate balance between ensuring that the revised guidelines are grounded in evidence and economic theory and promoting innovation and allowing companies to compete effectively on a global market.

Similarly, in the UK, the CMA recognizes that efficiencies have rarely been a basis for merger clearance, and this review aims to ensure the that CMA’s approach to the assessment of rivalry-enhancing efficiencies reflects its core 4P principles (pace, predictability, proportionality, and process) and supports the CMA’s strategic objective of fostering a UK regulatory landscape attractive to investment and business.

EC fines automotive starter battery manufacturers and trade association for price-fixing cartel: On December 15, the EC fined automotive starter battery manufacturers Exide, FET, and Rombat, as well as their trade association EUROBAT, a total of €72 million for a cartel affecting sales of automotive starter batteries to vehicle original equipment manufacturers (OEMs) across the European Economic Area. Clarios (formerly JC Autobatterie) received full immunity for disclosing the conduct under the EC leniency program. The EC found that from July 2005 to December 2017, the manufacturers, facilitated by EUROBAT, agreed to calculate and publish “EUROBAT premiums” tied to their lead input costs and relied on them as an industrywide reference in OEMs negotiations, keeping surcharges higher than they would have been absent coordination.

Why it matters: Commenting on the decision, Teresa Ribera, EC Executive Vice-President for Clean, Just, and Competitive Transition, stated: “We have zero tolerance for price fixing or any type of cartel. It is our duty to ensure that our citizens and businesses, including European auto manufacturers, can depend on suppliers that play fair and respect competition rules. With this decision, we also remind trade associations that they should not use their position as representatives of the industry to facilitate collusion among their members.”