DOJ Antitrust Division Dismisses Suit Against Amex GBT Merger On Eve of Trial

The U.S. Department of Justice (DOJ) Antitrust Division, under the Biden administration, filed a civil antitrust lawsuit on January 10, 2025, to block American Express Global Business Travel’s (Amex GBT) $570 million acquisition of CWT Holdings LLC. The case was dismissed by the DOJ in July 2025, just before a scheduled trial in September 2025, allowing the merger to proceed due to prosecutor discretion.

Allegations in the Biden DOJ’s Complaint

The DOJ’s lawsuit, filed in the U.S. District Court for the Southern District of New York, alleged that the proposed acquisition would harm competition in the market for business travel management services, particularly for global and multinational companies in the United States. Key points from the complaint include:

1. Market Concentration and Oligopolistic Structure:
   • The DOJ claimed that the merger would combine Amex GBT, the largest business travel management company globally (with $28.2 billion in transaction volume in 2023), and CWT, the third-largest (with $14 billion in transaction volume), significantly reducing competition in an already concentrated market. The complaint described the market as “oligopolistic,” with Amex GBT, CWT, and BCD Travel (the second-largest player) controlling at least 70% of the market for travel management services for global companies with annual travel budgets of at least $30 million.
   • The DOJ argued that the merger would reduce the number of major players from three to two in this segment, giving the combined firm a dominant share and limiting competitive options for large businesses.
2. Harm to Competition:
   • The complaint highlighted that Amex GBT and CWT were fierce competitors, particularly for large businesses with complex travel needs. CWT had recently pursued innovative strategies to improve service and reduce prices, winning significant bids against Amex GBT. The DOJ alleged that the merger would eliminate this head-to-head competition, leading to higher prices, reduced choices, and stifled innovation for U.S. businesses.
   • The DOJ emphasized that few other companies could provide travel management services at the scale required by global and multinational firms, making the loss of CWT as an independent competitor particularly harmful.
3. History of Consolidation:
   • The lawsuit noted that this would be Amex GBT’s fifth acquisition of a travel management company since 2018, further consolidating an already concentrated market. The DOJ argued that this pattern of acquisitions exacerbated anticompetitive effects.
4. Narrow Market Definition:
   • The DOJ defined the relevant market narrowly, focusing on travel management services for global and multinational companies with significant travel budgets (e.g., over $30 million annually). This definition excluded smaller travel management companies and online tools, which the DOJ argued were not viable substitutes for the specialized services provided by Amex GBT and CWT. Amex GBT criticized this as a “gerrymandered” and “contrived” market definition, arguing it failed to account for broader competition in the evolving travel industry.

Context of the Case

• Timing and Political Context: The lawsuit was filed on January 10, 2025, just 10 days before the transition from the Biden administration to the Trump administration on January 20, 2025. Amex GBT described the filing as a “politically motivated” move by the Biden DOJ to push one final anti-merger challenge, noting that the transaction was not set to close until March 2025, giving the incoming Trump administration time to review it. Interestingly enough, the Biden DOJ did not challenge Capital One/Discover or HPE/Juniper even though the waiting period for HPE/Juniper was set to expire in January of 2025.
• Amex GBT’s Defense: Amex GBT argued that the DOJ’s complaint relied on outdated market views, ignoring post-pandemic changes in the travel industry, such as the rise of online tools and competitors like BCD Travel and Navan Inc. The company asserted that the merger would enhance innovation, create synergies, and provide greater value to customers, suppliers, and employees.
• International Scrutiny: The UK’s Competition and Markets Authority (CMA) also reviewed the merger, initially raising concerns about competition for multinational clients with travel budgets over $25 million. However, by February 2025, the CMA provisionally concluded that the deal posed no significant competition concerns, reinforcing Amex GBT’s position that the DOJ’s case was flawed.

Dismissal of the Case

On July 29, 2025, the DOJ moved to dismiss the lawsuit, exercising its “prosecutorial discretion” in a court filing before Judge Jed Rakoff in New York. The trial, scheduled for September 2025, was thus avoided, and the merger was allowed to proceed. Several factors contributed to the dismissal:

1. Change in Administration:
   • The case transitioned to the Trump administration, with Gail Slater appointed as head of the DOJ’s Antitrust Division. The Trump administration is perceived as more business-friendly and less aggressive on antitrust enforcement compared to the Biden administration. The dismissal aligned with a potential shift in priorities, as the Trump DOJ viewed the merger as less harmful or prioritized other enforcement activities. “The Antitrust Division, alone, made the decision to dismiss the case after a robust investigation,” Assistant Attorney General Gail Slater said in a statement. “The Division must also consider the enforcement trade-offs inherent to thoughtful and effective use of its limited taxpayer-funded resources.”
   • DOJ’s antitrust lawyers reviewed the transaction after Slater joined the agency in March. That review determined that new technologies are emerging to challenge travel suppliers like Amex GBT and CWT, making the merger less likely to harm competition.
2. Prosecutorial Discretion and Resource Allocation:
   • The DOJ cited “prosecutorial discretion” in its filing, with Antitrust Division head Gail Slater stating that the decision followed a “robust investigation” and considered “enforcement trade-offs” due to limited taxpayer-funded resources. This suggests the DOJ may have determined that pursuing the case was not the best use of resources, especially if the evidence of anticompetitive harm was less compelling under further review.
3. Weakness of the Case:
   • Arguably, the DOJ’s case was “flimsy” due to its narrow market definition. The market for travel management services has evolved, with online tools and new competitors like Navan Inc. increasing competition. Amex GBT’s claim that at least six travel management companies could serve large customers as effectively as CWT may have undermined the DOJ’s argument that the market was being reduced from three to two players. Indeed, the DOJ’s complaint indicates that the top three players only have 70% or the market so clearly other competition exists.
   • The UK CMA’s provisional clearance of the merger in February 2025 likely bolstered Amex GBT’s argument that the deal did not significantly harm competition, putting pressure on the DOJ to reconsider its stance.

Conclusion

The Biden DOJ’s lawsuit against the Amex GBT-CWT merger centered on allegations that it would reduce competition in a concentrated market for global business travel management, risking higher prices and less innovation, which could have impacted large global corporation customers. Large global enterprise customers with over $30 million travel budgets, however, have numerous options and can typically take care of themselves. The case was dismissed in July 2025 by the Trump DOJ, citing prosecutorial discretion and resource considerations. The dismissal was likely influenced by a combination of a weaker case upon further review by Slater’s team, which was supported by the UK CMA’s findings and a shift in administration priorities.

Andre Barlow

202-589-1838

abarlow@dbmlawgroup.com