Two developments this week signal continued aggressive US merger enforcement notwithstanding a generally more permissive environment for technology M&A in the first half of 2026.
Edwards and Genesis: record HSR penalty. On July 13, 2026, the DOJ, acting on behalf of the FTC, filed a complaint and proposed final judgment in the US District Court for the District of Columbia against Edwards Lifesciences Corporation and Genesis MedTech Group Limited. The agencies alleged that the parties intentionally structured Edwards’ 2024 acquisition of JC Medical, Inc. (a transcatheter aortic valve replacement, or TAVR-AR, company) from Genesis to avoid the notification and waiting-period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Specifically, the parties agreed to a 115 million dollar purchase price for JC Medical (just below the then-applicable HSR reporting threshold of 119.5 million dollars) while contemporaneously arranging a 25 million dollar Edwards investment in Genesis. The agencies concluded that, viewed together, the two transactions exceeded the HSR threshold and required filing.
Terms of the settlement. Edwards will pay a 10 million dollar civil penalty and Genesis will pay a 2 million dollar civil penalty. The combined 12 million dollar penalty is the largest ever imposed for a failure to file under the HSR Act, materially exceeding prior records. The proposed final judgment further requires Edwards to implement a five-year antitrust compliance program (with a designated compliance officer, mandatory training, and annual certifications), to provide the FTC with 30 days’ prior notice before acquiring any interest in any firm that sells, is in US clinical trials for, or holds an FDA Investigational Device Exemption for a TAVR-AR device, and to submit to broad agency inspection rights. Both parties denied wrongdoing.
Enforcement message. The agencies applied a “but-for” test in evaluating the deal structure, asking whether the transaction was structured for the purpose of avoiding or delaying HSR filing. The theory of the case is that a legitimate business purpose does not immunize an avoidance structure from enforcement. This settlement, together with the DOJ’s ongoing case against KKR for allegedly incomplete Item 4(c) HSR filings and 2025 gun-jumping penalties against crude oil producers, confirms that HSR enforcement is a growing priority at both agencies. Combined with the fact that the maximum daily HSR penalty now stands at 53,088 dollars per party per day of violation, the risk profile for HSR compliance failures has increased materially.
Paramount and Warner Bros. Discovery: state-led antitrust challenge and TRO. Separately, on July 13, 2026, twelve state attorneys general filed suit to block the approximately 110 billion dollar merger of Paramount and Warner Bros. Discovery, alleging that the transaction would harm competition in US media, streaming, film, and content markets. On July 20, 2026, a federal judge issued a temporary restraining order pausing the merger pending further proceedings. Notably, the DOJ Antitrust Division had earlier cleared the transaction after an eight-month investigation without requiring divestitures, meaning the state challenge proceeds in the absence of federal opposition. Paramount has sought recusal of the assigned judge and has offered to briefly delay closing while the emergency proceedings continue. A federal hearing on the state AGs’ emergency motion was scheduled to precede any final court determination.
Practical implications. For M&A practitioners and cross-border clients, three points are worth emphasizing. First, HSR reporting analysis must consider the substance of related transactions, not merely the form of the primary purchase agreement. Contemporaneous side investments, contingent payments, and structured consideration can be aggregated by the agencies. Second, for medical device, life sciences, and technology deals near the HSR threshold, prudent counsel should proactively file even in close cases, particularly where regulatory scrutiny of the sector is elevated. Third, the Paramount case confirms that state attorneys general remain a significant merger enforcement channel, capable of obtaining preliminary relief even where federal agencies have cleared the transaction. Clients should factor state AG risk into deal timelines, closing conditions, and antitrust risk allocation clauses.