On 28 January 2025, Brunswick Group hosted its second annual UK regulatory conference, which explored the implications of recent political leadership changes on dealmaking across key regions. Below is a summary of key themes and region-specific insights shaping the regulatory landscape.
Two broad themes
Navigating the intersection of trade, industrial and antitrust policy
There is a growing debate over the intersection between trade, industrial and antitrust policy. In some jurisdictions there is pressure to relax antitrust policy on the grounds that consolidation would strengthen their international competitiveness. Meanwhile, trade restrictions and tariffs can be used to boost domestic firms, but at the cost of causing harm to consumers. This drags antitrust enforcers into much more sensitive territory politically and raises questions about their continued independence.
Balancing national security and economic growth
Governments are increasingly using regulatory powers to strengthen Resilience and Economic Security in the face of greater uncertainty and conflict – declared and hybrid – in multiple regions. There is therefore no juxtaposition of ‘National Security’ and ‘Economic Growth’. Governments are looking to address revealed and suspected vulnerabilities significantly beyond the technology areas or sectors previously cited as of concern. The focus can be as much on the asset as the acquirer, investors, supply chain or other inter-dependencies. This can mean an intervention even when the acquirer is from a closely allied state. Sometimes governments are using the regulatory moment to address longstanding shortfalls in security.
The UK and EU Member State National Security screening processes remain largely technocratic and are not being used for protectionist purposes. There is a degree of coordination between screening teams including with the US, not least because of a shared intelligence picture. Towards the end of the first Trump presidency there was pressure to align screening decisions on China and on key technologies, at times linked to other trade incentives. We might expect this again.
The majority of screening reviews run without incident. Where there are issues, they can be hard to unpick, especially in cross border transactions across multiple jurisdictions. Reach beyond the screening review teams is almost always required.
In the current context, and especially where US approval is required, companies should align FDI proposals with national priorities, showcasing how investments benefit the host country beyond purely security issues. Early identification of potential regulatory complexities and the establishment of the right relationships and narratives from the outset – and certainly before transaction is in crisis – is crucial.
Takeaways from each region
United States
Antitrust enforcement under Trump
Under Trump, we anticipate a return to a more traditional orthodoxy in how mergers are evaluated, including better predictability of process for business and a potential willingness by regulators to consider behavioural remedies, which were disfavoured by the previous administration. But a return to the traditional does not equate to lax enforcement. The nominations of Gail Slater to the Department of Justice and Mark Meador to the Federal Trade Commission, and the elevation of Andrew Ferguson to be chairman of the FTC, have been interpreted as a signal that antitrust enforcement will remain a priority under the Trump administration.
An open question, however, is to what extent Trump enforcers will be moved by populist political influences to embrace, as part of their analysis, theories of harm that go beyond traditional consumer welfare considerations, such as evaluating impacts on labour or small business.
Tariffs and antitrust policy
The Trump administration’s policy stance signals a mix of deregulation and strategic trade intervention, utilizing tariffs as a tool for economic leverage.
United Kingdom
A shift in enforcement stance and greater politicization?
The Labour government that came to power in July 2024 set out economic growth as its top priority – and initially the CMA argued that its approach to competition enforcement was entirely consistent with this. However, ministers have received a high number of complaints from international businesses arguing that the CMA is too willing to block global deals and that its processes are unnecessarily burdensome. This led to political pressure for a change of course, culminating in the dramatic departure of the CMA’s Chair, Marcus Bokkerink, in January 2025 and his replacement by the former Amazon executive, Doug Gurr.
There are already signs that the CMA’s enforcement stance is changing. It only blocked a single deal in 2024; it accepted a novel investment remedy to address its concerns in the Vodafone/3 merger; and it has changed its Phase 2 merger review processes to give companies more and earlier access to decision-makers. Next will come a review of the agency’s approach to remedies more generally.
Dealmakers have picked up on this shift and there are signs that boards are more willing to proceed with deals that they would have refused to sign off just a couple of years. However, it remains to be seen how far this change in approach will go, and whether the replacement of the Chair will be a precursor of greater political interference.
Sector-specific regulators such as Ofcom, the FCA and Ofgem may also see their policies influenced by the broader shift in governmental direction.
European Union
The Draghi Report and evolving merger guidelines
Measures to implement the Draghi Report are expected to lead to increased flexibility in merger control where economic gains for the EU and its companies can be identified. Updated horizontal merger guidelines, which incorporate considerations of innovation and resilience, will reflect the report’s recommendations.
The introduction of an explicit innovation criterion in merger review could allow merging parties to argue that their merger would incentivize innovation even at the expense of short-term consumer welfare, something that has traditionally been difficult to prove and rarely accepted by regulators. Conversely, adversaries of a transaction will be emboldened to argue that it would undermine resilience and innovation.
Foreign Subsidies Regulation (FSR) as a new layer of scrutiny
The growing importance of FSR was highlighted as an important tool for the Commission that will be increasingly used in global deals, posing additional scrutiny for certain acquirers of European assets.
Procedural issues
Despite the additional investigation which may be required to implement these developments, there will also be a focus on the speed and efficiency of procedures.
China
Pragmatic approach
China’s regulatory environment continues to evolve seeking to strike a balance between fostering a business-friendly regulatory environment while maintaining stringent oversight of sectors deemed critical to national interests. While non-controversial transactions benefit from an increasingly pragmatic and rules-based approach, industries such as tech, semiconductors, AI, natural resources, and healthcare are subject to heightened oversight.
A core ‘test’ in China's merger control regime remains the transaction’s impact on the country’s broader economy. For transactions seen through a strategic or national security prism, the review process can become far more complex. Despite a higher filing thresholds introduced last year, the authorities can call in transactions falling below and have shown a willingness to use time to maximum advantage.
National security considerations & geopolitics
China's national security regime remains a pivotal factor in the merger review process. Deals subject to national security review are expected to obtain a green light before proceeding with merger control review. Against the backdrop of intensifying geopolitical sensitivities, companies should anticipate a highly contextualized review process, where political and economic factors may play as critical a role as legal and regulatory considerations.