DOJ Defers Some Local Merger Reviews to State Attorneys General
The DOJ announced new guidance deferring some local merger reviews to state-level authorities.
Why it matters: This shift changes antitrust enforcement dynamics, requiring legal teams to navigate both federal and state reviews in local deals. It elevates the role of state attorneys general in merger investigations with local effects, impacting due diligence and filings.
- On October 29, 2026, the DOJ updated its collaboration with state attorneys general on mergers with intrastate effects.
- Since January 2026, DOJ worked with California and Tennessee AGs to settle local merger concerns via consent decrees in cement and asphalt industries.
- Investigations in New York, Pennsylvania, and New Jersey asphalt markets were referred to state AGs, who reached settlements.
- DOJ closed its investigations into two local asphalt mergers: Suit-Kote by Colas Inc. and Arcosa by CRH plc.
On October 29, 2026, the U.S. Department of Justice (DOJ) announced an update regarding its Antitrust Division's approach to merging parties with predominantly intrastate effects. The Division is increasingly deferring investigations of such local mergers to state attorneys general, aligning enforcement with jurisdiction and resource allocation. The press release highlights this collaboration as part of a strategic shift to focus federal efforts on mergers with regional or national significance.
Since the start of 2026, the DOJ partnered with the attorneys general of California and Tennessee to enter consent decrees addressing potential competitive harms in the cement and asphalt markets within their states. Furthermore, investigations involving asphalt markets in New York, Pennsylvania, and New Jersey were referred to those states' attorneys general, who successfully negotiated settlements with merging parties. This decentralized approach is exemplified in two closed investigations related to local asphalt markets: the acquisition of Suit-Kote Corporation by Colas Inc. and Arcosa Inc. by CRH plc. The DOJ noted these referrals as successes.
Associate Attorney General Stanley E. Woodward, Jr. explained that "principles of federalism guide that the Justice Department use its resources to investigate mergers with regional or national implications," but federal discretion may still apply where national significance arises. Deputy Assistant Attorney General G. Charles Beller emphasized the importance of recognizing differing competencies between federal and state enforcers, advocating a constructive relationship where authorities defer to the more appropriate agency for local or federal concerns.
For legal professionals, this evolving enforcement landscape means a more complex merger review process. Parties should closely examine state antitrust environments alongside federal requirements to ensure compliance. Understanding this division of labor is critical in managing due diligence, merger filings, and negotiations to address potential competition issues effectively.
By the numbers:
- January 2026 — DOJ began partnering with California and Tennessee AGs on local merger settlements
- October 29, 2026 — DOJ announced updated coordination policy with state attorneys general
- 2 — Local asphalt merger investigations closed by DOJ and referred to states