March 18, 2025
FTC’s First Merger Challenge Under Trump Administration
This Goodwin alert asserts that the first merger challenge under the new Republican-led FTC is most notable for what it doesn’t say. Specifically, the March 6 complaint filed in federal court challenging the proposed acquisition of Surmodics by GTCR BC Holdings is silent on private equity roll-up and add-on practices. It relies on a traditional theory of harm. That’s contrasted with the two Democratic Commissioners’ concurring statement, which characterizes the transaction as an example of a “problematic playbook… [of] a private equity” company.
The alert says the fact that this first challenge focuses “on the horizontal combination of two direct head-to-head competitors with high combined market shares in an allegedly concentrated market, rather than the fact that the deal involves a private equity add-on [. . .] suggests that the anti-private equity perspective is now a minority view within the FTC, and that the Republican-led FTC will apply conventional competitive harm analysis based on established antitrust principles.”
– Meredith Ervine