The merger review landscape in the United States is entering a new phase in 2026 under the leadership of Federal Trade Commission Chairman Andrew Ferguson and Department of…
The merger review landscape in the United States is entering a new phase in 2026 under the leadership of Federal Trade Commission Chairman Andrew Ferguson and Department of Justice Antitrust Division Assistant Attorney General Gail Slater. Both have signaled a more transparent approach to merger enforcement, anchored in established theories of harm rather than expansive or novel doctrines. For dealmakers, this represents a meaningful recalibration after several years of heightened uncertainty and protracted reviews.
A central theme of the new tone is the agencies' renewed openness to negotiated remedies. Parties with transactions that raise discrete, addressable competitive issues may once again find a productive path forward through structural or behavioral commitments, rather than facing outright opposition. Equally significant, the agencies have indicated a willingness to move benign transactions through the clearance process more quickly. This shift should reduce transaction costs and improve deal certainty for the substantial volume of mergers that present no genuine competitive concerns.
That said, the new environment is not a uniform green light. Technology, semiconductors, AI infrastructure, and healthcare remain priority sectors for antitrust scrutiny. Transactions in these industries should anticipate sustained enforcement attention, careful market-definition analysis, and rigorous review of competitive effects, even as the broader tone becomes more pro-business. Parties operating in these spaces should continue to invest in robust antitrust diligence, well-developed economic narratives, and early engagement with agency staff.
Dealmakers should also factor in the updated Hart-Scott-Rodino reporting thresholds. Effective February 17, 2026, the size-of-transaction threshold for mandatory premerger notification increased to $133.9 million. This adjustment affects not only which transactions require filing but also filing-fee analysis and overall timing strategy. Parties evaluating deals close to the threshold should confirm their analyses against the updated figures and consider how the higher floor may influence deal structuring and announcement timing.
Taken together, these developments suggest that clients contemplating M&A activity in 2026 should reassess their strategic playbook, leveraging the agencies' renewed openness to remedies and expedited review where appropriate, while remaining prepared for continued scrutiny in priority sectors.
This article provides general information only and is not legal advice; clients should consult counsel for guidance tailored to the specific facts of their transaction.