Ex-FTC commissioner accuses former chair Lina Khan of ‘procedural shenanigans’ that iced M&A activity

• CEOs are waiting to see how the Federal Trade Commission under President Trump will differ from the Biden administration, and thus far, the lighter-touch enforcement that businesses hoped for hasn’t materialized. The FTC is currently suing Meta in an antitrust case, which could see the social-media giant broken up. Meanwhile, Chair Andrew Ferguson has said the agency will stick to the FTC’s more stringent merger framework established under Biden, emphasizing the need for stability.  

Former Federal Trade Commissioner Christine Wilson is airing out more of her views on former Commission Chair Lina Khan. In remarks last week, Wilson said she believes Khan took an interventionist approach, using procedural mechanisms that potentially slowed or blocked more mergers. It was the latest salvo from Wilson after she resigned from the FTC in 2023, claiming Khan “scorned and sidelined” career FTC staffers and presided over a decline in enforcement actions. 

“Chair Khan really did believe that all mergers were bad,” said Wilson, now a partner at law firm Freshfields. “She used what I call just procedural shenanigans—basically using every procedural lever available to chill M&A activity.”

Wilson interviewed sitting FTC Commissioner Melissa Holyoak at the Berkeley Spring Forum on M&A and the Boardroom in San Francisco last week. Holyoak was asked how the FTC under the current administration would differ from the last. One of the FTC’s roles, along with the Department of Justice, is to review proposed acquisitions and mergers that impact U.S. commerce and are valued at more than $101 million for antitrust issues. President Trump’s administration was predicted to be more business-friendly in the area of dealmaking and M&A, but CEOs and startups are still waiting to see how the newly organized FTC moves in the months ahead and what it means for growth, acquisitions, and the overall appetite for deals.  

Wilson asked Holyoak whether there were practices the previously organized FTC engaged in that were “particularly egregious,” and if businesses could “trust that the Trump administration was going to play straight and look at cases on the merits.” 

Holyoak took a different tone in her response and identified a “lack of communication” and a lack of transparency between the FTC and companies, but said it was a priority of hers to bring that back into the merger-review process. 

Khan did not return a request for comment but a former FTC official who served under Khan said, "Commissioner Wilson's accusation is shockingly out of touch with reality."

The Wall Street Journal reported that dealmakers are still getting used to the new FTC and are awaiting clearer signs about FTC Chair Andrew Ferguson’s approach. He clarified in a February memo that the FTC and DOJ’s joint 2023 merger guidelines were indeed the framework that would guide the agency’s merger-review analysis, dashing hopes the FTC might loosen the reins from the Biden-era framework. Ferguson told an audience packed with executives this month he doesn’t think corporate America should revert to “open season” for M&A, the WSJ reported. 

Meanwhile, the DOJ’s antitrust division leader, Gail Slater, has also raised concerns about the deal-making environment, the Financial Times reported. Slater has previously expressed concerns about too much concentration in certain industries and has said enforcement should be based on direct financial impact on Americans. 

Furthermore, CEOs and executives remain worried Trump could steer antitrust cases in ways that create greater uncertainty, pouring more cold water on the M&A operating environment. It stands in contrast to former chair Lina Khan’s FTC, the FT reported, which was more predictable.  

February marked the first time in more than two years that no deal worth more than $10 billion had been announced globally. This reversed in March with Google’s $32 billion deal to buy Wiz, but April so far has been quieter. 

Year to date, the number of deals is down 19%, according to the WSJ. 

This story was originally featured on Fortune.com