North America Antitrust Digest | May 2026

A quick look at the top headlines in Antitrust and Competition

1. Europe rewrites the merger rulebook

2. Federal clearance is no longer the finish line

A breakdown of the latest news, moves and trends

Europe rewrites the merger rulebook

The European Commission has published the first overhaul of its merger guidelines since 2004, and for dealmakers with European exposure, the analytical framework has fundamentally changed. The new guidelines are less skeptical of dealmaking, and look to M&A as a pro-growth strategy that parallels the critiques of the Draghi Report.

While the previous framework was built almost entirely around consumer harm, the new guidelines broaden that lens considerably. The document asserts that mergers can contribute to European competitiveness and that scale can be a legitimate pro-competitive objective in its own right. Transactions that help European companies compete against U.S. and Chinese rivals, strengthen supply chain resilience, or accelerate R&D are explicitly welcomed by the new guidelines. Merging parties can also now submit a structured "theory of benefit" from the outset of review — before the Commission has identified any concerns — giving them a new tool to make the case for their transaction. Constructing a narrative of the deal for regulators is now of utmost importance.

The guidelines also introduce an "innovation shield:” a presumption that acquisitions of small innovative companies or R&D projects do not raise competition concerns. But the shield has real limits: companies designated as gatekeepers under the Digital Markets Act are explicitly excluded from certain provisions, and dominant players in digital markets will find it offers limited protection.

Additionally, the Commission has expanded its toolkit for challenging deals, adding new theories of harm around innovation competition, portfolio effects, data aggregation, and labor market impact.

The draft is open for consultation until June 26, with formal adoption targeted before year-end, but the Commission has signaled it is applying the new framework immediately.

Bottom line: The new guidelines revise competition law, expanding merger reviews to reflect specific policy and political mandates. The lane for pro-competitive arguments is wider, but so is the Commission's ability to block deals it doesn't like. Navigating that intersection well will require more than legal expertise. Dealmakers who understand the political priorities now embedded in the Commission's framework, and who can translate a transaction's strategic rationale into that language, will be better placed than those treating the regulatory process as a purely technical exercise. 

Essential insights and analysis

Federal clearance is no longer the finish line

Getting a deal past Washington used to be the hard part. Increasingly, it's just the first step. The current administration has shown a clear preference for negotiated settlements over contested litigation, trading structural remedies for consent decrees that critics say leave market power intact. At the same time, the DOJ and FTC have each seen headcount fall by an estimated 25 to 30% since January 2025, hollowing out the institutional capacity to take complex cases to trial. State attorneys general have taken note and moved to fill the gap by increasingly challenging cases in court. In the past month alone, they've taken two cases Washington walked away from and won both.

Live Nation-Ticketmaster: States finish what the DOJ started

In 2024, the DOJ and 40 state attorneys general jointly sued Live Nation and its subsidiary Ticketmaster, alleging an illegal monopoly over the live entertainment industry. A week into trial, the DOJ settled, accepting a deal that capped fees at venues, opened the platform to third-party sellers, and required Ticketmaster divest roughly 12 of Live Nation's 400 venues and pay $280 million to the states that sued. Many critics called the settlement a slap on the wrist and more than 30 states plus the District of Columbia decided to carry the case forward to trial.

On April 15, 2026, a federal jury in Manhattan found Live Nation and Ticketmaster liable on every antitrust count — monopolization of primary ticketing markets, illegal bundling of promotions and venue businesses — and assessed damages of $1.72 per ticket sold through Ticketmaster's platform at major concert venues from 2020 to 2024. U.S. District Judge Arun Subramanian will determine remedies at a later date.

Nexstar-Tegna: States block a deal the feds already cleared

Also in April, a federal court in California granted a preliminary injunction halting Nexstar's integration of Tegna — a $6.2 billion deal that federal regulators had already cleared to close. A coalition of eight state attorneys general, led by California and New York, filed a suit in March 2026, arguing the combined entity would control over 250 local TV stations reaching 80% of U.S. television households, giving it unprecedented leverage to raise retransmission fees and hollow out local news. The coalition has since grown to 13 states, including Republican attorneys general from Indiana and Kansas. Despite President Trump's public support for the deal and FCC approval, the court ordered Nexstar to maintain Tegna as a separate, independently managed business unit pending the outcome. Nexstar has appealed to the Ninth Circuit.

What dealmakers need to understand

These two cases make clear that a deal approved or abandoned by Washington can still be blocked, litigated, or unwound by a coalition of states. State attorneys general are hiring former federal antitrust attorneys, securing budget increases to retain outside counsel, and coordinating through multi-state coalitions that allow them to take on cases no single office could sustain alone. Additionally, states such as California, Washington and Colorado have expanded state-level pre-merger notification requirements, raising antitrust risk and adding additional hoops for dealmakers.

The enforcement map now runs through state capitals as much as it runs through Washington. For companies planning significant transactions, antitrust strategy must account for a multi-front landscape and the political dynamics that shape both.