Global M&A trends: 6 notable Q3 2026 cases out of the US, EU, and UK

Recent trends continued during the third quarter, including the Federal Trade Commission’s (FTC’s) willingness to litigate on theories of close competition and state attorney generals (AGs) actively enforcing antitrust laws to address perceived gaps in federal enforcement. In FTC v. Henkel, the court permanently enjoined Loctite’s $725 million purchase of Liquid Nails, relying on internal documents naming each firm as the other’s chief rival and endorsing a narrow market built around retail construction adhesives. Elsewhere, California and 11 other states sued to block Paramount Skydance’s $110 billion Warner Bros. acquisition after the US Department of Justice (DOJ) closed its review, ultimately securing a settlement that pairs behavioral commitments with structural safeguards. And Massachusetts’ attorney general brokered a two-property divestiture from the AvalonBay/Equity Residential merger without filing suit. Together, the matters show that federal clearance does not foreclose state scrutiny, and that negotiated resolutions remain common, with litigation looming as an ever-present option.

US court blocks Henkel’s acquisition of Pittsburgh Paints following FTC challenge

Markets/structure

Henkel manufactures Loctite, the leading construction adhesive brand. American Industrial Partners, a private equity firm, owns A-Paint (d/b/a Pittsburgh Paints Co.) which manufactures Liquid Nails, Loctite’s main competitor. In April 2025, Henkel proposed a $725 million acquisition of A-Paint. Several months later, the FTC filed a complaint seeking to block the merger, citing concerns over the combination of the two biggest brands for construction adhesives. The FTC alleged the relevant market was construction adhesives sold in the retail channel.

Summary and observations

In its complaint, the FTC argued that the transaction was presumptively illegal given that the resulting firm would hold more than 80% of the relevant product market share. After a seven-day bench trial, the US District Court for the Southern District of New York permanently enjoined the transaction. The court found the deal presumptively illegal under Section 7 of the Clayton Act, explaining that Loctite and Liquid Nails are the only two suppliers offering a full suite of multi-purpose and project-specific adhesives at retail. The court also found the parties compete directly on price and shelf space and share strong brand equity, which it called the key to competition in construction adhesives. The court relied heavily on the parties’ ordinary-course documents that consistently showed each firm was each other’s top competitor.

The case also marked the first time the FTC sidelined its own internal (Part 3) administrative process and successfully pursued a permanent injunction directly in federal court. And while the FTC is receptive to remedies that protect competition and avoid litigation, the Henkel suit shows a willingness to litigate merger cases on the merits when needed.

Paramount Skydance settles state antitrust challenge to Warner Bros. Discovery acquisition

Markets/structure

In February 2026, Paramount Skydance sought to acquire Warner Bros. Discovery for $110 billion, outbidding Netflix for the movie studio. DOJ concluded its investigation of the merger in June 2026, paving the way for the parties to close. However, one month later, 12 states filed suit seeking to block the transaction. The states alleged harm in three distinct markets: wide-release film distribution, distribution of anticipated blockbuster films, and basic cable licensing. With respect to wide-release theatrical distribution, the states alleged that Warner Bros. and Paramount are two of the five major distributors. For basic cable licensing, the states had concerns about a bargaining-leverage theory whereby the merging parties’ more than 50 basic cable channels would provide undue influence over distributors.

Summary and observations

Judge Martínez-Olguín of the US District Court for the Northern District of California granted the states’ temporary restraining order in July, highlighting the merged firm’s potentially high market share for wide-release theatrical films. Paramount subsequently agreed to pause the deal until a merits decision could be issued. In late September, all parties agreed to settlement terms, which included commitments from Paramount to distribute a certain number of films in theaters over the next five years, the creation of two funds for independent films and workers displaced by the merger, assurances for independent distribution negotiations, and safeguards to ensure editorial independence for some of Warner Bros. news outlets.

The case both exemplified and clarified the expanding role of states in antitrust enforcement. The matter emphasized that federal clearance is no guarantee against state involvement, share presumptions may heavily influence early injunction fights, and states may be more willing to accept behavioral remedies, particularly if they are supported by robust, structural backstops.

Massachusetts clears AvalonBay/Equity Residential merger subject to divestitures

Markets/structure

AvalonBay and Equity Residential are real estate investment trusts (REITs) that build, own, and operate apartment buildings across the country, including in Massachusetts. In May, the two companies agreed to a merger of equals. The combined company, Vivmark Residential, would create a new firm worth more than $70 billion and holding more than 180,000 apartments. After the announced merger, the Massachusetts Office of the Attorney General initiated a preliminary investigation into the deal and raised concerns that the combined firm could substantially lessen competition in a market for mid- and high-rise multifamily rental housing in Boston. On a combined basis, Massachusetts alleged that the merged firm would have a 50% share of the market for mid- and high-rise apartments in the West End, North End, Beacon Hill, and northern downtown areas of Boston.

Summary and observations

Massachusetts alleged that the deal could violate Section 7 of the Clayton Act, Section 1 of the Sherman Act, and state antitrust statutes. Massachusetts specifically explained that the combined firm’s market concentration could raise rental rates and associated fees, decrease apartment amenities, and worsen lease terms for renters. To avoid a “protracted investigation and potential litigation,” both sides agreed to a pre-suit settlement, allowing the deal to clear.

The settlement makes key concessions. Equity must divest two apartment complexes to a Massachusetts-approved buyer, is bound to certain timing requirements, and may not reacquire the buildings or partner with the future buyer for 10 years. The parties also independently agreed to contribute $500,000 to an affordable housing trust.

The remedy again shows the power of state enforcement and a general preference, even among state enforcers, for negotiation over litigation. Notably, this investigation also reflects the broader trend of state antitrust regulators scrutinizing deals that affect affordability, as well as deals that implicate junk fees and algorithmic pricing.

EC approves Paramount’s acquisition of Warner Bros. Discovery, subject to conditions

Markets/structure

Paramount Skydance Corporation (Paramount), a US film and television studio, proposed acquiring Warner Bros. Discovery (Warner), a global media and entertainment company with its own film, television, and pay-TV operations, thus combining two major Hollywood studios active in the production and distribution of theatrical and audiovisual entertainment content across the European Economic Area (EEA). The parties overlap at multiple levels of the audiovisual value chain, including content production, licensing, and theatrical distribution of films to cinemas.

The Commission found sufficient remaining competition at film production level, where several major studios (such as NBCUniversal, Sony, and Disney) and smaller studios (such as A24 and Lionsgate) continue to operate. The Commission’s concerns were centered on theatrical film distribution. Paramount and Universal jointly control United International Pictures (UIP), a long-standing theatrical distribution joint venture active across the EEA. The Commission was concerned that combining Warner’s own distribution business with Paramount’s continued participation in UIP would concentrate theatrical distribution among Paramount, Universal, and – to a lesser extent – Disney, leading to worse rental and distribution terms for cinema operators and, ultimately, disadvantaging consumers.

Summary and observations

The Commission cleared the transaction in Phase I in July subject to commitments. Paramount committed to (1) exit its stake in UIP within 13 months of closing; (2) not enter into any equivalent co-distribution arrangement with Universal in the EEA for 10 years; and (3) refrain, in a specified list of central-, eastern-, and northern-European markets, from transferring Warner’s film distribution to a distributor that also distributes Universal’s or Disney’s films.

The decision reflects the Commission’s view that theatrical remains a critical bottleneck in the audiovisual sector, even as streaming platforms have disrupted upstream production. The conditional clearance may signal that future media mergers involving overlapping distribution infrastructure will face similar remedies, particularly where joint ventures create structural links between major competitors. The remedy package is also a reminder that pre-existing joint ventures with rivals will be scrutinized closely in merger review, and that the Commission continues to favor a structural solution – here, the exit from UIP – supplemented by behavioral safeguards, over purely behavioral ring-fencing.

It is also worth noting that by the time of the EU clearance, Paramount had already secured approval in Australia, while the UK CMA only cleared it on August 6, 2026.

EC referred to the French Competition Authority the review of Iliad’s acquisition of SFR

Markets/structure

The Iliad group is acquiring sole control of certain electronic communications assets of the Altice France group, notably SFR, active in fixed and mobile telephony and broadband and ultra-fast broadband. The Iliad transaction forms one part of a broader, three-way carve-up of Altice France’s operations, with Orange and Bouygues Telecom simultaneously acquiring other SFR assets under a consortium arrangement.

Both Iliad (through its subsidiaries Free and Free Mobile) and SFR are among France’s four major integrated telecommunications operators, active across fixed broadband, mobile telephony, and convergent retail offerings. The transaction would reduce the number of nationwide mobile network operators from four to three and consolidate significant overlaps in fixed broadband infrastructure, retail services, and wholesale access.

Because the transaction met the EU Merger Regulation turnover thresholds, it had an EU dimension and fell within the Commission’s jurisdiction. However, following a reasoned submission by Iliad, the Commission referred the case to the French Competition Authority, on the basis that the transaction “may significantly affect competition in a market within a Member State which presents all the characteristics of a distinct market.” The Commission stated it considered the French Competition Authority “best placed” to assess the competitive effects of this consolidation, particularly in view of its impact on the French market, the experience of the French Competition Authority in the sector, and the fact the transaction is contractually linked by consortium to two transactions that fall under French national merger control (i.e., the Orange and Bouygues Telecom transactions).

Summary and observations

The referral marks the beginning of an in-depth national review of one of the most significant telecoms transactions in Europe in recent years. Accordingly, this referral is notable because it consolidates review of the entire three-way SFR break-up before a single national authority, rather than splitting scrutiny of economically interdependent transactions between Brussels and Paris. The outcome illustrates the built-in flexibility of the referral mechanism: It allows the authority with the most relevant local market expertise and the fullest picture of a transaction’s structure to take the lead. Article 4(4) referrals to France are in many cases routine – this was reportedly the 50th such referral from the Commission to the French Competition Authority since 2009 – but this instance is significant for tying together a deal that could not otherwise have been reviewed coherently by a single regulator. The French Competition Authority will examine the three deals concomitantly and issue a decision on each, so parties to interdependent transactions should expect a coordinated yet distinct assessment.

The referral down to the French Competition Authority will test whether there is alignment between national competition authorities on accepting a degree of consolidation between mobile network operators, if that consolidation brings about investment while protecting the consumer (see the recent decision by the CMA to clear Vodafone/Three, subject to binding network-investment and consumer-protection commitments).

CMA fast tracks Nexfibre/Substantial Group to Phase II investigation

Markets/structure

Liberty Global, Telefónica, and InfraVia, through their joint venture Nexfibre, are acquiring Substantial Group, which includes Netomnia, Brsk, Brsk ISP, and YouFibre. Both Nexfibre and Substantial Group are classified as “alternative network” (or altnet) operators – i.e., independent full-fiber broadband infrastructure providers competing against the incumbent fixed-line operator, Openreach. Nexfibre’s shareholders Liberty Global and Telefónica also jointly own Virgin Media O2, which is Nexfibre’s anchor wholesale customer. The transaction raises issues in wholesale and retail fixed broadband services, as well as in infrastructure-level competition in fiber network deployment, in the local areas where the parties’ networks overlap.

The parties’ networks do overlap significantly. Competitor CityFibre has publicly estimated that approximately 80% of Substantial Group’s network footprint overlaps with Nexfibre’s. If that estimate is accurate, the transaction would largely consolidate parallel infrastructure rather than extend geographic coverage.

Summary and observations

The CMA referred the acquisition for an in-depth investigation in July under the fast-track procedure, without a full Phase 1 review. The reference followed an “invitation to comment” issued by the CMA to allow interested parties to submit initial views on the transaction’s impact on competition in the UK. On June 11, 2026, the parties had asked the CMA to proceed directly to an in-depth review – a step that truncates the Phase I stage and, in practice, forgoes the possibility of a Phase 1 clearance or of resolving concerns through undertakings in lieu of a reference.

Under the fast-track procedure as reformed by the Digital Markets, Competition and Consumers Act 2024, parties no longer need to concede that the Phase 1 “realistic prospect” threshold is met. The request is therefore best read as a pragmatic acknowledgement by the parties that an in-depth review was likely in any event because of the high bar to convince the CMA of no concerns at Phase 1, and an earlier start to the Phase 2 clock providing greater certainty on timing. The statutory deadline for the final decision is December 15, 2026. This deadline can be extended by up to 11 weeks under section 39(3A) of the Enterprise Act 2002 (the extension power for fast-track references).