FTC Chair Andrew Ferguson Talks Acquihires
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What is the main topic discussed in this episode?
Bloomberg Audio Studios, podcasts, radio, news. Welcome to our Bloomberg TV and radio audiences around the world. A recurring theme of recent tech M&A has been deals to bring in talent in so-called acquihires. The Federal Trade Commission is taking notice. One member of the FTC warned Thursday that these, quote, creative deal structures could raise antitrust concerns. Let's discuss and delighted to welcome Andrew Ferguson, chairman of the FTC to the program. We cover the topic of acqui-hires on Bloomberg Tech regularly. It was a mainstay story in 2025. When does a talent deal stop being a talent deal and become more than that, become a merger? What are the rules-based approach that the FTC would take, chairman, to look at that?
Yeah, so we are examining – look, acquihires have been around, especially in the sort of startup founder space for a long time.
What are acquihires and why are they significant in tech M&A?
And they've gotten bigger basically in the last admin. And a lot of people were of the view that these things were sort of being constructed in these big deals to try to escape admins. Hart-Scott-Rodino review, which is pre-merger antitrust review in the United States, because the Biden administration was trying to block all deals, and I think generally they were. That isn't necessary anymore. We don't need clever workarounds around antitrust review anymore, because at the FTC under the Trump administration, you get a fair shake. I'm not saying your deal will go through. I've sued to block several deals this year and I've won those cases. But if your deal is not illegal, we get out of the way and sort of let the market take care of things.
So we are beginning to examine that the HSR Act has a provision that says you're not allowed to structure deals in order to escape pre-merger review.
How is the FTC addressing antitrust concerns with acquihires?
And so we are beginning to examine these acqui-hires to make sure that they aren't an attempt to get around HSR review. But The message I want to send sort of to Silicon Valley and to the M&A infrastructure generally is you don't need to structure deals as a clever attempt to get around pre-merger review. You'll get a fair shake at the FTC. Deal may not go through, but if your deal is legal, I will get out of your way very quickly. And if it's not, I'll take you to court and I'll fight to win there. We're not going to let the process be the punishment anymore. But, you know... It is important to us to make sure that people aren't going to use clever deal structures to get around pre-merger review.
The language of clever or creative deal structures that I cited at the beginning of our conversation was from your colleague and fellow commissioner, Mark Mador, who was speaking at a conference in California yesterday. I think what the industry hopes to understand from you is what the threshold is or what the set of rules would be where a hiring proposal situation should be reported to antitrust authorities. It should be, yeah, as simple as that. It should be by rope reported.
Yeah, and we are beginning to examine how these deals work. Acquihire deal structures vary from deal to deal, and so there wouldn't necessarily be sort of a one-size-fits-all rule. But we are beginning to examine these big acquihire deals that raise a lot of attention so that we can understand when an acquihire is in fact an acquisition that might be covered by the pre-merger review laws. And when it's not, and we need to understand them before we're sort of out there telling people what the rules are. But this is, you're right, this has become a big enough deal that we are beginning to look very closely at how these things work, including determining whether we need to promulgate additional guidance here in the coming months about how we understand these acquihires.
Is there a factor that matters more to you, the number of employees hired or putting a value on the intellectual capital or the competitive advantage that such a transaction would give the acquirer?
So the value that matters for HSR is set by the statute. That's not really here or there. But the HSR Act applies to deals where assets or stock are being purchased.
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Chapters
5 chapters
1
What is the main topic discussed in this episode?
0:02–1:06
2
What are acquihires and why are they significant in tech M&A?
1:06–1:58
3
How is the FTC addressing antitrust concerns with acquihires?
1:58–5:10
4
What rules does the FTC follow for reviewing acquihires?
5:10–11:08
5
When does an acquihire trigger pre-merger review under the HSR Act?
11:08–16:20
Speakers
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