Private equity has long operated at the intersection of corporate finance and strategic consolidation, but now finds itself at the center of a global regulatory reckoning. As a result, private equity players should assume that acquisitions in concentrated industries will receive close attention, regardless of deal size. Early antitrust assessments are essential. Transaction timelines must account for extended merger control and foreign direct investment (FDI) review periods. Private equity should anticipate continued evolution in enforcement policy and maintain flexibility in deal structuring, financing, and integration planning.
This article looks ahead to key regulatory issues affecting private equity transactions and examines the primary areas of scrutiny in both the United States and the European Union, including premerger notification rules, foreign direct investment screening, and the EU Foreign Subsidies Regulation (FSR). The authors conclude that proactive management of regulatory approvals has become critical for private equity investors operating globally.
United States: Turning down the heat, but not all the way
A fact-based investigative approach
By the time its term ended in early 2025, the Biden administration had led the United States into a new chapter of antitrust enforcement, with private equity firms facing unprecedented regulatory attention. What was once a relatively predictable merger review process evolved into a more penetrating examination of private equity business models, acquisition strategies, and post-acquisition conduct. While the current Trump administration focuses more on the traditional facts and circumstances involved in merger scrutiny, private equity is also not getting a “pass” as some had predicted.
The Trump administration’s enforcement posture reflects a bipartisan concern that traditional merger review has failed to capture the cumulative competitive effects of private equity investment strategies. The agencies have emphasized that they will look beyond the four corners of a single transaction to assess whether a series of acquisitions, each individually below reporting thresholds or seemingly innocuous, may collectively harm competition. This approach represents a meaningful departure from historical practice, where enforcers typically evaluated each deal in isolation. It is, however, by no means the level of scrutiny that private equity faced under the last administration.
Stricter premerger notification rules
Revised Hart-Scott-Rodino (HSR) premerger notification rules, which took effect in 2025 but are currently under appeal in the courts, expand disclosure obligations on all filers, with particular implications for private equity. Acquirers must now provide more information about their existing portfolio company holdings, prior acquisitions in the same or related industries, and the identities of limited partners with significant governance rights. The new requirements may extend the timeline and cost of HSR compliance and demand earlier, more comprehensive internal coordination among portfolio companies. The same is true, however, for non-private equity acquirers. Initially, the district court’s judgment vacating the new HSR form and rules was stayed pending appeal. As of March 19, 2026, the U.S. Court of Appeals for the Fifth Circuit lifted the stay. As a result, the old HSR rules and form are back in effect. With the fate of the HSR form and rules uncertain, instances of private equity roll-up acquisitions and overlapping directors among competing firms will be harder to detect. That said, U.S. enforcers remain keen on investigating nonreportable transactions that have a material impact on competition.
Enforcement priorities and theories of harm
Enforcers from the Federal Trade Commission and the Department of Justice have challenged roll-up strategies (often by private equity firms) in fragmented industries on the theory that aggregating numerous small competitors under common ownership facilitates coordinated pricing and reduces consumer choice. Agencies have expressed concern that private equity ownership structures may create incentives for short-term value extraction at the expense of competition, quality, and innovation. They have continued to look for Section 8 Clayton Act antitrust violations in interlocking directorates and common ownership across portfolio companies.
While all three theories of harm remain viable, agency focus has shifted away from theory to a more fact-based approach, with these concerns raised both within and outside the private equity context. Likewise, cases and investigations against private equity owners in this space continue, but are fewer in number and attract less publicity.
The European Union: Navigating multi-layered regulatory filings
What private equity needs to know about potential foreign filings
Private equity investors operating in Europe face a rapidly evolving competition and regulatory landscape. Authorities in the European Union and key member states are increasingly willing to scrutinize transactions beyond traditional antitrust frameworks and to rely on a broader set of regulatory instruments. As a result, sponsors must adopt a more integrated approach to transaction planning that considers merger control alongside other regulatory approval regimes, including foreign direct investment screening and the EU’s FSR.
Expanding antitrust scrutiny below traditional thresholds
One of the most significant trends in European competition enforcement is the growing ability of authorities to review transactions that fall below traditional merger control thresholds. Article 22 of the EU Merger Regulation allows the European Commission to review transactions ex officio that have not been notified at the national or EU level if they may significantly affect competition in the internal market. This mechanism has increasingly been used to capture acquisitions of innovative or high-growth targets, particularly in sectors such as technology, pharmaceuticals, and life sciences.
In parallel, competition authorities across Europe have shown a greater willingness to review transactions that are not notifiable and, in certain circumstances, to investigate completed deals where competition concerns arise. For private equity investors, this evolving enforcement practice means that transactions previously considered outside the scope of merger control may nevertheless attract regulatory scrutiny. The practical effect is that the traditional ex-ante character of merger control can, in some cases, shift to a potential ex-post enforcement tool, adding a layer of uncertainty to deal planning that U.S.-based sponsors may find unfamiliar.
Increasing regulatory complexity: FDI screening
FDI screening regimes have expanded significantly across Europe. Many EU member states have broadened their FDI frameworks to capture acquisitions of companies operating in sensitive sectors such as critical infrastructure, health care, defense, artificial intelligence, and semiconductors. Importantly, FDI regimes operate independently from merger control and pursue national security and public order objectives rather than competition concerns. Filing requirements are triggered not by revenue thresholds, but by the activities of the target. For private equity investors, these regimes can create additional approval requirements even where antitrust issues are limited. Reviews may involve extended timelines, detailed information requests, and, in some cases, commitments designed to address security-related concerns. As a result, FDI screening has become a central element of transaction planning and must be reflected in deal structuring, regulatory conditions precedent, and transaction timetables.
The EU is currently strengthening its investment screening architecture through a proposed reform of its FDI screening regulation. While the existing framework primarily establishes cooperation and information-sharing between member states and the European Commission, the reform aims to introduce greater harmonization and minimum standards across national screening regimes. The proposal seeks to ensure that all member states maintain effective screening mechanisms and to expand the categories of transactions that may fall within the scope of review, including certain intra-EU investments where ultimate ownership is linked to third-country investors. It also enhances the Commission’s coordinating role and may lead to more consistent scrutiny of transactions involving critical technologies, infrastructure, and sensitive data. If adopted, the revised framework is likely to increase both the number of transactions subject to screening and the level of information required from investors. Private equity sponsors with global fund structures or non-EU limited partners should therefore expect heightened scrutiny of ownership structures and financing arrangements.
The EU foreign subsidies regulation: A third regulatory layer
Another major development affecting private equity transactions in Europe is the EU FSR, which became fully applicable in 2023. The FSR empowers the European Commission to investigate financial contributions from non-EU governments that may distort competition in the EU internal market. The regulation introduces a mandatory notification requirement for certain acquisitions where the target has significant EU turnover and the parties involved have received substantial financial contributions from non-EU governments in the preceding years. Transactions meeting the relevant thresholds cannot be completed until the Commission has finished its review.
The FSR is particularly relevant for private equity funds with globally diversified investor bases, including sovereign wealth funds or other state-linked investors. Compliance requires extensive information gathering across fund structures and portfolio companies, often well beyond the scope of traditional competition law filings. Much like the expanded Hart-Scott-Rodino disclosure obligations in the United States, the FSR demands a level of transparency regarding ownership and financing arrangements that may require significant internal coordination well in advance of signing.
Practical implications for private equity transactions in Europe
These developments illustrate a broader shift toward multi-layered regulatory scrutiny of M&A transactions in Europe. While merger control remains a central element of antitrust enforcement, private equity transactions increasingly trigger parallel regulatory processes across multiple regimes. Successful deal execution therefore requires early identification and coordination of all potential regulatory approval requirements. Sponsors should conduct comprehensive regulatory assessments at an early stage, mapping potential filings across merger control, FDI screening, and FSR regimes, planning the transaction schedule accordingly, and ensuring that transaction documentation adequately reflects the associated timing and risk allocation. In this evolving enforcement environment, proactive management of regulatory approvals has become a critical component of transaction strategy for private equity investors operating across the European Union.