July 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 DOJ and FTC urge state Attorneys General to investigate potential anticompetitive practices affecting gas prices
• The U.S. Supreme Court decision in Trump v. Slaughter provides the President with broad authority to remove FTC commissioners
• The FTC fines companies for failing to follow HSR filing requirements
• The European Competition Network publishes a joint statement on merger call-in powers
• The European Union adopts and publishes new investment screening rules

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

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The Department of Justice (DOJ) and the Federal Trade Commission (FTC) jointly call on state Attorneys General to investigate potential antitrust and consumer protection violations that may be contributing to elevated gasoline prices: In a July 3 letter, the DOJ and the FTC stated that they are closely monitoring petroleum markets and warned that recent volatility in crude oil prices does not excuse unlawful conduct, including price-fixing, collusion, monopolization, or other anticompetitive practices. The DOJ and the FTC encouraged state enforcers to use their own antitrust and consumer protection laws to investigate and prosecute conduct that may be artificially inflating prices at the pump. The announcement follows President Donald Trump’s recent public statements directing the DOJ to examine whether oil companies have failed to pass declining crude oil costs on to consumers through lower retail gasoline prices.

Why it matters: This announcement signals that the Trump administration intends to continue using antitrust enforcement as a tool to address politically sensitive consumer pricing issues beyond the technology sector. Although the letter does not announce any formal investigations or enforcement actions, it encourages closer coordination between federal and state enforcers and suggests that petroleum markets may receive heightened scrutiny in the near term.

The U.S. developments align with a broader international trend. The United Kingdom Competition and Markets Authority (CMA) has been monitoring road fuel prices, the German government announced measures aimed at addressing elevated petrol prices, and Ireland’s Competition and Consumer Protection Commission published a report earlier this year examining consumer complaints relating to home heating oil and road fuel prices. These initiatives underscore a common focus among competition and consumer protection authorities on energy pricing during periods of market volatility.

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Supreme Court eliminates FTC commissioner removal protections in Trump v. Slaughter: On June 29, the U.S. Supreme Court issued its decision in Trump v. Slaughter, overruling longstanding precedent and permitting the President of the United States to remove Commissioners on the FTC at will. The Supreme Court concluded that the FTC’s investigatory and enforcement functions are quintessentially executive, making tenure protections incompatible with the unitary executive. Although the FTC’s statutory authority remains unchanged, the decision gives the President substantially greater control over the agency’s leadership and enforcement priorities. For more information, see Sidley Austin Regulatory Litigation Update on The End of the Independent Agency: Supreme Court Overrules Humphrey’s Executor.

Why it matters: The ruling will likely lead to FTC enforcement policy more closely aligning with the presidential administration, resulting in more significant shifts in antitrust enforcement priorities following changes in the White House. While the FTC retains its existing authority to investigate and enforce against allegedly anticompetitive conduct, businesses should expect these priorities to become more responsive to executive policy preferences.

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FTC fines companies $12 million for failing to file HSR submission: On July 13, the FTC announced that it secured $12 million in civil penalties to resolve claims that Edwards Lifesciences Corporation and Genesis Medtech Group Limited allegedly violated the Hart-Scott-Rodino (HSR) Act’s premerger notification and waiting period requirements by structuring two transactions to fall below the HSR reporting threshold. According to the FTC, the “substance” of all or a portion of the two transactions when taken together resulted in the total acquisition value being above the then-current reporting threshold. The parties made no admission of wrongdoing as part of the settlement agreement.

Why it matters: The appearance of an attempt to structure or sequence transactions to avoid HSR filing requirements can result in significant civil penalties and heightened regulatory scrutiny. Compliance with the HSR Act is key as reporting violations can carry substantial financial consequences even absent allegations of anticompetitive harm.

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The European Competition Network sets out principles for national merger call-in mechanisms: In its June 23 joint statement, the European Competition Network (ECN) recognized that revenue-based notification thresholds may not capture all potentially harmful transactions, including acquisitions of startups, rollup strategies, and mergers in highly concentrated local or low-revenue markets. The statement recognized that call-in powers should be limited to transactions not reviewable under existing national thresholds that could prima facie cause material anticompetitive effects in the relevant territory. The ECN added that national legislators may introduce local-nexus or other eligibility criteria, that call-in powers should generally be subject to a predefined time limit, and that guidance, voluntary notification, consultations, and appropriate internal procedures may improve legal certainty and reduce administrative burdens.

Why it matters: The statement supports call-in mechanisms as a potentially effective tool for reviewing below threshold transactions while emphasizing that they should operate within clear and proportionate limits. It therefore signals continued scrutiny of transactions that fall below mandatory filing thresholds, alongside an effort to make that scrutiny more predictable for businesses.

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New EU investment screening rules agreed and published: On June 26, a new EU investment screening regulation was published in the Official Journal of the EU, following formal adoption by the Council of the European Union and the European Parliament. The new regulation updates the current EU framework on investment screening by requiring all EU Member States to maintain screening regimes covering a common minimum scope of sensitive sectors, technologies, and infrastructure (e.g., dual-use and military items, critical raw materials, artificial intelligence, energy, transport, and digital infrastructure). It also improves cooperation between EU Member States and the European Commission and promotes greater transparency and consistency across national screening systems. The new regulation will mostly apply from January 17, 2028.

Why it matters: The Council of the European Union explained in its press release that this reform is in direct response to “evolving geopolitical and technological challenges, including threats to critical infrastructure, supply chain dependencies and the rapid development of dual-use and other technologies.” While the regulation largely codifies existing practices across many EU Member States and is not expected to materially alter how investment screening regimes work nationally, it will require some EU Member States to align their national regimes with the new minimum standards and should result in greater consistency across national screening regimes.