Antitrust Law Daily Wrap Up, ACQUISITIONS & MERGERS NEWS: Justice Department drops effort to block Amex GBT from acquiring CWT Holdings, (Jul 30, 2025)

By Justin Marcus Smith, J.D.

The DOJ filed the now-withdrawn complaint in the final ten days of the Biden administration.

The US Department of Justice, counsel for American Express Global Business Travel Group, Inc. (Amex GBT), and counsel for Amex GBT acquisition target CWT Holdings, Inc. (CWT), filed a stipulation of voluntary dismissal of a DOJ lawsuit that sought to block Amex from acquiring CWT. The DOJ initiated the blocking effort by filing a civil complaint in the United States District Court for the Southern District of New York, in the very last days of the Biden Administration, on January 10, 2025. The DOJ invoked the exercise of prosecutorial discretion in its decision to dismiss without offering any further elaboration in the filed stipulation of dismissal without prejudice (U.S. v. Global Business Travel Group, Inc., No. 1:25-cv-00215-JSR-GS (S.D.N.Y. July 29, 2025)).

The withdrawn complaint asserted that Amex GBT’s proposed acquisition of its competitor, CWT, might substantially lessen competition or tend to create a monopoly in the sale of business travel management services to U.S. global and multinational customers. The DOJ had also asserted the proposed acquisition was presumptively illegal because the DOJ expected it to substantially increase Amex GBT’s market share and overall market concentration in the relevant market for business travel management services sold to global and multinational customers.

The DOJ had estimated the combined firm’s share of the relevant market will exceed 30% in an already concentrated market. The DOJ suggested the merger would push the Herfindahl Hirschman Index (HHI) for the relevant market to 1,800, far more than the 100 HHI-increase necessary to trigger a presumption of illegality.

The withdrawn complaint noted that CWT’s owners estimated the transaction would enable Amex GBT to charge travel suppliers more than $100 million in increased commissions and fees. According to the withdrawn complaint, merger negotiations “pressed Amex GBT to improve its offer for CWT to reflect those additional revenues.” The DOJ had also contended the merger would cause airlines, hotels, and other travel suppliers to suffer, and that it would squelch innovation in business travel management services.

The Case is No. 1:25-cv-00215-JSR-GS.

Attorneys: Alyssa Samberg, U.S. Department of Justice, for the U.S. Evan Levicoff (Skadden, Arps, Slate, Meagher & Flom LLP) for Global Business Travel Group, Inc. Michael Murray (Paul Hastings LLP) for CWT Holdings, LLC.

Companies: Global Business Travel Group, Inc.; CWT Holdings, LLC

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