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The Federal Trade Commission’s (“FTC”) recent settlement of the Synopsys/Ansys merger and the Department of Justice Antitrust Division’s (“DOJ”) settlement of the Keysight/Spirent merger are signs that, under the new Trump administration, the agencies are interested in putting merger remedies, which had essentially been a non-starter during the Biden administration, back on the table. FTC Chair Andrew Ferguson, who issued a statement in connection with the Synopsys/Ansys consent decree, noted that a “settlement … can strike a balance that permits the procompetitive aspects [of a deal] to proceed” while simultaneously mitigating against the costs and uncertainty of litigation, and “maximiz[ing] the [FTC]’s finite enforcement resources.”[1] This endorsement of a willingness to return to merger remedies signals that the FTC may be willing to work with parties to navigate a path to closing a deal that does not involve costly and time-consuming litigation.

These settlements mark a sharp contrast to the DOJ and FTC antitrust enforcement policies under President Biden, which strongly disfavored merger remedies. Former FTC Chair Lina Khan articulated the FTC’s approach under the Biden administration as “focusing [] resources on litigating, rather than on settling.”[2] Jonathan Kanter, former DOJ Antitrust AAG, expressed a preference for “lawsuits to stop problematic deals rather than government-led fixes.”[3] Kanter previously stated that remedies, such as divestitures, should be “the exception, not the rule” and, indeed, under Biden, the DOJ only formally accepted remedies in one transaction.[4], [5] Khan and Kanter had both expressed that previous merger remedies had not worked as well as hoped, often leading to insufficient fixes and ultimately the failure of the remedy. This was especially true with respect to merger remedies related to divestitures acquired by private-equity funds, for which both Khan and Kanter expressed skepticism of the ultimate effectiveness.

Chair Ferguson’s “pro-remedy” stance has broad support within this administration, as seen in separate statements from the new DOJ and FTC leadership. Both agencies are also aligned on what they expect to see from parties hoping to reach a settlement.

FTC Commissioner Melissa Holyoak relayed her perspectives on what potentially merging parties should consider when proposing divestitures and what the FTC should focus on when analyzing proposed divestitures. A proposed divestiture should “include[] a standalone business or a complete business unit.”[6] This means not only the complete business line that includes assets, “but also the personnel, customer and supplier contracts, intellectual property, distribution centers, back-office support, management teams, and other assets that would allow the business unit to operate independently.”[7] Divestitures that include anything less than a complete business unit, however, may still be acceptable in certain situations.[8] Commissioner Holyoak has endorsed limiting ongoing entanglements between the divested assets and the seller of those assets, in order to avoid a seller’s ability to undermine the buyer’s ability to compete in the market.[9] Commissioner Holyoak noted that “absent extraordinary circumstances,” she would be unlikely to consider a divestiture proposal that does not have an upfront buyer as that arrangement poses many more risks.[10] She reiterated Chair Ferguson’s commitment to an openness to merger remedies, stating as follows: “[a]s the Commission forges ahead with additional merger investigations …, we will continue to protect competition, but at the same time, where there are not problems, we will get out of the way.”[11]

Deputy Assistant Attorney General Bill Rinner of the DOJ gave recent public remarks echoing Commissioner Holyoak’s preference for structural remedies with strong buyers and reaffirmed that the sale of whole or independent business units assuages competition concerns.[12] Rinner underscored that the DOJ’s intent is to target anticompetitive deals without impeding lawful ones. As he put it, the DOJ “do[es] not view dealmaking with inherent suspicion. There is no per se rule against mergers or transactions. Our primary mission is civil merger enforcement against the handful of mergers that are problematic, not civil merger deterrence generally.”[13]

While these statements indicate a return to considering structural remedies at least in appropriate circumstances, it is clear that the agencies continue to view potential behavioral remedies with skepticism. As Chair Ferguson stated in connection with the Synopsys/Ansys consent decree, “experience teaches that behavioral remedies should be treated with substantial caution. They are often difficult or impossible for the Commission to enforce effectively and can lock the Commission into the status of a monitor for individual firms rather than a guardian of competition across the entire economy.”[14]

Ultimately, the FTC and DOJ’s renewed willingness to discuss remedies with merging parties is a welcome change for merging parties from the arguably hostile approach under the Biden administration. That said, this is not a return to pre-Biden administration acceptance of most remedies. Parties must be prepared to bring concrete and actionable remedies of independently capable business units to assuage potential concerns of anticompetitive conduct. As such, it behooves merging parties to prepare for potential remedies in advance of engaging with the agencies.

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Wiggin and Dana routinely represents clients in connection with merger and acquisitions involving both federal and state antitrust enforcement agencies, as well as advising clients concerning all other aspects of antitrust law and practice.

[1] Statement of Chairman Andrew N. Ferguson Joined by Commissioner Melissa Holyoak and Commissioner Mark R. Meador, In the Matter of Synopsys, Inc. / Ansys, Inc., FTC Matter No. 2410059 (May 28, 2025), https://www.ftc.gov/system/files/ftc_gov/pdf/synopsys-ansys-ferguson-statement-joined-by-holyoak-meador.pdf (hereinafter “Ferguson Statement”).

[2] Margaret Harding McGill, FTC’s new stance: Litigate, don’t negotiate, Axios (Jun. 8, 2022), https://www.axios.com/2022/06/09/ftcs-new-stance-litigate-dont-negotiate-lina-khan.

[3] Id.

[4] Jonathan Kanter, Assistant Att’y Gen., Antitrust Div., U.S. Dep’t of Just., Remarks to the New York State Bar Association Antitrust Section (Jan. 24, 2022), https://www.justice.gov/archives/opa/speech/assistant-attorney-general-jonathan-kanter-antitrust-division-delivers-remarks-new-york.

[5] Final Judgement, U.S. v. Assa Abloy, No. 1:22-cv-02791-ACR (D.D.C. Sept. 13, 2023), ECF No. 143.

[6] Keynote Address of FTC Commissioner Melissa Holyoak at The USC Gould/Analysis Group Global Competition Law Thought Leadership Conference (June 5, 2025), https://www.ftc.gov/system/files/ftc_gov/pdf/holyoak-keynote-usc-gould-leadership-conference.pdf (hereinafter “Holyoak Keynote”).

[7] “If the divested assets were previously acquired by the seller and it has been continuing to operate the assets as a standalone business, then that serves as a good indicator that the assets, if divested, would be able to successfully operate without the prior firm’s support, and therefore would be able to effectively restore lost competition.” Holyoak Keynote at 5.

[8] Id.

[9] Id. at 6.

[10] Id.

[11] Holyoak Keynote at 8.

[12] DAAG Bill Rinner Delivers Remarks to the George Washington University Competition and Innovation Lab Conference Regarding Merger Review and Enforcement (June 4, 2025), https://www.justice.gov/opa/speech/daag-bill-rinner-delivers-remarks-george-washington-university-competition-and (hereinafter “Rinner Remarks”).

[13] Id.

[14] Ferguson Statement at 7.