The Amex GBT matter was a horizontal merger challenge turning on whether CWT qualified as a Failing Firm under the 2023 Merger Guidelines, such that its acquisition would not cause a Substantial Lessening of Competition. In March 2024, American Express Global Business Travel (“Amex GBT”) agreed to acquire CWT Holdings, LLC (“CWT”) for $570 million—a price later reduced to $540 million. Amex GBT and CWT were the largest and third-largest business travel management companies, respectively, as measured by transaction volume.
On January 10, 2025, the U.S. Department of Justice (“DOJ”) filed suit under Section 7 of the Clayton Act to block the transaction. The DOJ alleged that the acquisition would cause a Substantial Lessening of Competition in the market for business travel management services for U.S. global and multinational businesses by eliminating competition between the two firms and further concentrating an already concentrated market. The complaint alleged higher prices, reduced innovation, and fewer customer choices.
On behalf of CWT, Professor Mark Zmijewski, supported by Erik Himan, Pavel Nikolov, Caitlin McCarthy, and Isabel Serrano Alas, evaluated whether CWT was in a weakened financial condition. He assessed CWT’s financial performance, liquidity, capital structure, and industry context. He developed an analytical framework consistent with the Failing Firm criteria in the 2023 Merger Guidelines and applied it to the evidence in the matter. Professor Zmijewski’s analyses assisted the Court in determining whether CWT satisfied the Failing Firm conditions.
On July 29, 2025, the DOJ dismissed its suit, allowing the parties to close the transaction. The dismissal followed the United Kingdom Competition and Markets Authority’s March 2025 clearance of the acquisition—granted after it reassessed CWT’s deteriorating financial condition—and came approximately 16 months after the deal was announced.