What happened
Acting Assistant Attorney General Omeed A. Assefi told an NYU School of Law audience that the U.S. Department of Justice's Antitrust Division is emphasizing a merger-enforcement framework built around transparency, practicality and precision, while warning deal parties that the agency expects candid engagement and will litigate when settlement does not solve competitive concerns.
In prepared remarks titled "Shirley Temple Antitrust: A Fresh Take on an Old Classic," Assefi said the Division's job is to stop transactions that harm competition, not to serve as a bureaucratic barrier to deals that do not raise competitive concerns. He framed that posture as a way to give companies a clearer roadmap for procompetitive transactions while preserving the agency's ability to challenge illegal mergers.
The speech said the Division is prioritizing enforcement affecting affordability, including food, energy and health care, and cited a recent DOJ suit against New York-Presbyterian over alleged contractual restrictions involving lower-cost health insurance plans. Assefi also said the Division does not regard the overwhelming majority of mergers as harmful, pointing to a Main Justice sign saying the Antitrust Division approved 99.5% of HSR-submitted mergers in fiscal 2025, then clarifying that the agency either blocks or does not block deals rather than formally approving them.
For lawyers handling merger reviews, the practical message was direct: comply fully with HSR filing requirements, answer voluntary request letters, avoid document gamesmanship and support advocacy with evidence rather than broad claims such as assertions that artificial intelligence is remaking an industry. Assefi said the best way to avoid a Second Request is to be responsive and transparent during the initial HSR waiting period, and he warned that last-minute document and data dumps after a Second Request waste agency time and undermine advocacy.
The Division is also presenting a more settlement-friendly posture when relief addresses the competitive problem, with Assefi saying the agency is open to consent decrees that fully resolve merger concerns and has returned to negotiating reasonable timing agreements. As examples, he pointed to recent settlements involving Constellation/Calpine, CMCO/Kito Crosby and Reddy Ice/Arctic Glacier, saying each used structural remedies to resolve discrete competitive concerns while allowing broader transactions to proceed.
But Assefi paired that settlement message with a litigation warning, saying the Division is ready to sue over anticompetitive mergers, including novel theories and future-competition issues, if it cannot obtain necessary relief through settlement. He cited Live Nation/Ticketmaster and Google's DoubleClick acquisition as past merger-enforcement failures that, in DOJ's view, helped enable later exclusionary conduct.