2025 proved to be a challenging year in court for the Federal
Trade Commission (FTC), as it was unsuccessful in challenging the
Tempur Sealy/Mattress Firm acquisition, the
GTCR/Surmodics acquisition, a decade-old Meta
Platforms acquisition, and (on appeal) the
Microsoft/Activision Blizzard acquisition. These decisions
provide several key takeaways for companies contemplating future
M&A.
In Depth
Overly aggressive, narrow product markets hurt the
agencies' claims
Courts have rejected relevant markets proposed by the FTC where
the narrow segmentation is belied by the record and industry norms.
In Tempur Sealy, the FTC alleged a "premium"
market for mattresses over $2,000. The district court disagreed,
finding competition for mattresses "fierce" and noting
that the FTC's own expert admitted that he picked $2,000 as a
threshold merely because it gave Mattress Firm higher shares. In
the retroactive challenge to Meta, the FTC's proposed
market included Facebook,
