Design fail: Adobe and Figma call off their merger as antitrust scrutiny intensifies

But surprisingly not from American regulators, but from EU regulators. I also sometimes hear similar stories about Asia with Chinese regulators and so on and so forth. Why are mergers between American companies subject to the whims of foreign bureaucrats?

  • 16
    Note that companies can leave EU market (or USA/China/UK/...) if they don't want to play by their rules. Jan 31 at 8:46
  • 30
    Companies based outside of America are also subject to the whims of American bureaucrats if they have a presence in America. It goes both ways.
    – Bib
    Jan 31 at 10:31
  • This si the same thing in the US, through CIFUS
    – WoJ
    Jan 31 at 11:00
  • This was just an insanely dumb decision by UK authorities. Most corporate mergers get a fair treatment - it just so happens that Adobe/Figma did not in this case so it became a notable news story. Feb 1 at 20:09

3 Answers 3


When American companies do business on a multi-national basis, they have to comply with the business regulations in all of the countries where they do business. Anti-trust regulations are among those regulations. Anti-trust regulations are based upon day to day business activities of companies, unlike the internal corporate affairs of a company, which are only governed by the place of incorporation.

Companies like Adobe are multinational companies that do business in, and have large market shares in, many national markets. So, they are subject to the anti-trust regulations of the countries where they do business. Given that Adobe offered to pay $20 billion USD for Figma, it is safe to assume that it too is probably a pretty significant company, in terms of the relevant market shares, that does business in many countries, although it isn't as much of a household name.


The answer is that corporate mergers do not require the approval of foreign governments. If two American companies decide to merge, no other government can prevent it. But they can prevent the combined company from doing business in their country, and so merging companies will generally obey anti-trust rulings of countries that are significant markets for them, even though they don’t actually have to.

  • 1
    By that logic they don't require the approval of the Us government either and they can freely merge if they choose and they would just need to face the legal consequences of doing that
    – Joe W
    Jan 31 at 17:49
  • 9
    Well, yes. If you had a US company that builds railway carriages, and their US business got worse and worse and their Chinese and European business is going through the roof, there might be a point where they don’t mind shutting down their us business.
    – gnasher729
    Jan 31 at 17:59
  • 6
    @JoeW In a forum devoted to the law, I think it is reasonable to assume that you can’t do something if it’s prohibited by law, even if you technically can do it and then face punishment.
    – Mike Scott
    Feb 1 at 7:56
  • That statement is the same for a merger in the US and a merger in a foreign country., both of them are prohibited by law unless approved by the governments. You are stating that they can do a merger with out the approval of a foreign country even if required by law.
    – Joe W
    Feb 1 at 13:15
  • @JoeW In many cases the law does not actually require prior authorisation for a merger (especially if that merger actually happens in a different country). But if the merger goes ahead it may raise issue, so they usually ask for an agreement before actually doing the merger, not because they are required by law to do it, but just because the merger would not make sense if the authorities refused it or imposed conditions which they can't agree to.
    – jcaron
    Feb 1 at 17:06

Multinational companies are usually not one giant monolithic company. Instead they usally comprise of multiple smaller companies that act and operate in each country/region. So while the head company is American and thus American regulators get a say, so do the other countries regulators get a say in what happens to their local company.

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