DOJ Antitrust Chief Warns Dealmakers Against Misleading AI Claims in Merger Reviews

WASHINGTON — The U.S. Department of Justice’s antitrust chief issued a direct warning to corporate dealmakers on Thursday, stating that the agency will not accept unsubstantiated claims about artificial intelligence as a justification for mergers. The announcement signals a significant new front in the regulatory scrutiny of M&A activity, particularly within the technology sector. Speaking at an event at New York University on May 7, Acting Assistant Attorney General Omeed Assefi cautioned that companies attempting to use the transformative potential of AI to downplay anti-competitive concerns must provide concrete proof. This DOJ warning indicates that the M&A landscape is becoming even more scrutinized, especially for deals involving technology. For small and mid-sized businesses, this means the strategic rationale for a merger must be more rigorous and evidence-based than ever before. “We know you will be tempted to tell us that AI is replacing your industries. We get it. We hear that a lot,” Assefi said, according to prepared remarks reported by Reuters. “For us to take it seriously, we expect it to be backed up with actual evidence.” Assefi, who oversees the DOJ’s merger reviews, made it clear that his division is aware of the emerging tactic. “We know when you are trying to mislead us,” he stated, directly addressing a growing pattern where companies argue that the disruptive force of AI will maintain market competition even after a merger consolidates power. The warning represents one of the clearest signals of the DOJ's enforcement posture on AI-related conduct in dealmaking, coming at a time of record investment and M&A activity driven by artificial intelligence. The DOJ’s stance aligns with that of other federal regulators who are determined to apply existing laws to new technologies. Federal Trade Commission Chair Lina Khan has previously stated that “claims of innovation are not used as cover for lawbreaking” and has affirmed that the FTC will vigorously enforce consumer protection and competition laws in the AI market. This unified front suggests that both of the nation’s top antitrust enforcers are proactively setting boundaries to prevent companies from using AI as a smokescreen for anti-competitive consolidation. In our experience advising clients on transactions, the temptation to lean on buzzwords like 'AI disruption' is high, but regulators are clearly signaling their skepticism. The DOJ's demand for "actual evidence" is the key takeaway. For a mid-sized company, this means preparing a deal thesis that goes far beyond market projections. It requires detailed documentation of technological capabilities, investment roadmaps, and quantifiable evidence of how AI will genuinely create new efficiencies or competitive dynamics, not just consolidate market share. Proving this is a complex undertaking that requires deep financial and operational foresight. C&S Finance Group LLC specializes in structuring these narratives for our Mergers and Acquisitions clients, ensuring the strategic rationale is both compelling and defensible under this heightened scrutiny. Interested business owners can learn more at csfinancegroup.com. This specific warning on AI is particularly significant given the broader regulatory uncertainty in antitrust enforcement. In December 2024, the DOJ and the FTC jointly withdrew the 2000 Antitrust Guidelines for Collaborations Among Competitors. In a joint statement, the agencies noted that the two-decade-old guidelines relied on “outdated analytical methods” that failed to account for advances in computer science and business strategy. However, they did not issue replacement guidance, a move that dissenting commissioners at the time said left businesses “grasping in the dark.” Assefi’s pointed remarks on AI serve as a form of informal guidance in this vacuum, providing a clear, albeit narrow, directive for companies navigating deals. The lack of comprehensive updated guidelines creates a challenging environment where businesses must interpret agency statements and enforcement actions to understand the current rules of engagement for collaborations and mergers. The U.S. regulatory posture also presents a contrast with international approaches. This month, officials in Europe have reportedly moved to delay and dilute their own comprehensive AI Act, citing concerns that overly strict regulation could stifle business growth and innovation. This potential divergence could create a complex compliance landscape for American firms operating globally, as they must navigate a stricter enforcement environment at home while competing with international players under different rules. Ultimately, the DOJ's message is that the fundamental principles of antitrust law apply regardless of the technology involved. While Assefi noted that merging parties are welcome to engage with his division at any point, the onus will be on them to prove that their AI-related claims are grounded in reality and not just strategic rhetoric. This isn't just about compliance; it's about building a fundamentally sound case for a transaction that can withstand regulatory pressure from the outset. Going forward, the business and legal communities will be closely watching how the DOJ applies this standard to actual merger reviews, especially in high-profile technology and AI-centric deals. Any enforcement actions or challenges based on misleading AI claims will set a powerful precedent. Furthermore, pressure will likely mount on the DOJ and FTC to issue more comprehensive guidance to replace the withdrawn 2000 framework, providing much-needed clarity for collaborations in an economy increasingly shaped by artificial intelligence.