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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Antitrust

Date & Time
  • event Date

    Wednesday, September 24, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

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MSRP
$297.00
$247.00
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Discount expires 7/28/25

This course is $0 with these passes:

CLE
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This CLE webinar will revisit the U.S. Department of Justice's (DOJ) and the Federal Trade Commission's (FTC) 2023 Merger Guidelines and explore the enforcement priorities of the second Trump administration. The panel will highlight the need for companies to plan carefully for M&A activity and to anticipate the increased likelihood of additional regulatory antitrust scrutiny and litigation.

Faculty

Gregory S. Morrison
Counsel
Davis Polk & Wardwell LLP

Mr. Morrison advises clients on antitrust M&A, government investigations and litigation. He assists clients in navigating the U.S. merger control regime from a substantive and strategic perspective and in complying with U.S. and global merger control obligations. Mr. Morrison also represents clients in non-merger conduct investigations by the antitrust agencies, including cartel matters, and in antitrust civil litigations. He routinely represents clients in matters before the U.S. Department of Justice and Federal Trade Commission, as well as in antitrust litigation before courts in a variety of U.S. jurisdictions.

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Stephanie E. Pearl
Of Counsel
Gibson, Dunn & Crutcher LLP

Ms. Pearl’s practice focuses on antitrust litigation, merger review, and government investigations. She brings a unique perspective from her recent tenure as a trial attorney in the U.S. Department of Justice’s Antitrust Division, where she led complex investigations and litigated high-profile merger cases in the Transportation, Energy & Agriculture Section. Prior to her government service, Ms. Pearl was an associate in the firm’s the Antitrust and Competition Practice Group, where she advised clients on antitrust compliance, merger clearance, and litigation strategy across a broad spectrum of industries, including healthcare, energy, digital platforms, and consumer products. Her work included providing strategic antitrust counsel and representing clients in federal court as well as before the DOJ and the FTC.

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Description

On July 19, 2023, the DOJ and the FTC released draft updates to their Merger Guidelines for horizontal and vertical mergers that were a considerable shift in how the DOJ and FTC review mergers. The Merger Guidelines outline the framework the agencies apply when evaluating the competitive impact of mergers and acquisitions. Although not legally binding, these Guidelines are a critical component in the merger enforcement process. Antitrust practitioners refer to them when advising clients and courts regularly cite them in their opinions in merger enforcement cases.

The sweeping changes in the 2023 Guidelines, which were effective on Dec. 13, 2023, were a significant shift in philosophy in how the DOJ and FTC analyze and review mergers. The Guidelines lower the threshold for when a merger is presumptively anticompetitive, provide new frameworks for analyzing less common theories of competitive harm, emphasize the danger of vertical mergers, and give greater consideration to labor markets.

The Guidelines contain 13 points that the agencies use to determine whether they consider a transaction potentially anticompetitive. The first eight Guidelines outline ways by which a transaction may lessen competition; for example, if the transaction significantly increases concentration in a market that is already highly concentrated. The next four clarify how the agencies will approach certain types of transactions or issues in a transaction. The final Guideline is a catchall clarifying that the first 12 Guidelines do not lay out every way in which a transaction may substantially lessen competition.

Listen as our authoritative panel of antitrust experts reviews the Merger Guidelines and provides insight on how the second Trump administration will enforce the Guidelines going forward. The panel will also provide guidance on advising clients on deal activity in light of increased regulatory scrutiny.

Outline

I. Role of Merger Guidelines

A. Tool/framework for agencies and public

B. Considered as persuasive to courts, but are not law

II. Overview of the current Merger Guidelines

A. The 13 separate Guidelines agencies will apply to determine the competitive effects of a merger

B. Evidence considered/standards

C. Approach to market definition

D. Defenses (e.g., efficiencies, failing firm defense)

III. Trump administration's priorities in enforcing the Guidelines

IV. Recent agency enforcement actions and litigation interpreting the revised Guidelines

V. Key takeaways and practical considerations

A. Changing Guidelines and their impact on courts' views and decisions

B. Future of the new Guidelines 

Benefits

The panel will review these and other key issues:

  • What was the reasoning behind the changes to the Merger Guidelines?
  • What are the 13 separate guidelines that are used in determining whether a transaction is potentially anticompetitive?
  • How do the current Merger Guidelines reflect the government's enforcement priorities?
  • How should practitioners advise clients considering M&A activity in light of these Guidelines and the latest enforcement activity and litigation since their effective date?