Gun-Jumping Is Back on the DOJ's Menu
After a record $5.6M penalty and a rare DOJ action, pre-closing coordination is the enforcement story of the year. What deal teams are getting wrong — and where the line actually is.
Welcome to the first edition of Dealroom — a weekly briefing for antitrust counsel, corporate deal teams, and the bankers who move transactions. Each week we take one live enforcement thread and pull it apart for the people whose communications become exhibits.
The signal
Two data points reset the baseline this year. The FTC's record $5.6 million gun-jumping penalty against a set of energy producers, and a rare DOJ civil action for pre-closing operational control. Gun-jumping enforcement had been quiet for years. It is not quiet anymore.
What deal teams keep getting wrong
The mistake is almost never "we ignored the waiting period." It's a slow drift into coordination that feels like good integration hygiene:
- Aligning on customer pricing "so we're ready on day one."
- Pausing overlapping operations to "avoid waste."
- Exchanging granular, current, customer-level data outside a clean team.
Each of those, done before clearance, is the conduct the agencies pursue — and the emails describing them are how the conduct gets proven.
The parties don't get penalized for planning the integration. They get penalized for starting it.
Where the line actually is
Generally permissible
Planning the post-close org chart, mapping systems, drafting integration frameworks, and modeling synergies using appropriately aggregated or historical data through a clean team.
Generally prohibited
Assuming operational control, coordinating current or future pricing, allocating customers or territories, and directing the target's day-to-day business before the waiting period expires.
The practical takeaway
The highest-leverage control isn't another memo from outside counsel that sits unread. It's real-time coaching for everyone who touches the deal — not just the core team, but ops, sales, and finance — that flags coordination language the moment someone drafts it, and explains why it crosses the line. The goal is to stop the conduct, not just clean up the paper trail after it happens.
More next week.
Get the cautionary tale, not the deposition
Have Before You Hit Send: Dealroom land in your inbox every week — one real message that went sideways, for antitrust attorneys, deal teams, and m&a bankers.