FTC Chair Andrew Ferguson Talks Acquihires

Summary

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Bloomberg Talks: FTC Chair Andrew Ferguson Talks Acquihires

Date: January 16, 2026
Guest: Andrew Ferguson, FTC Chairman
Host: Bloomberg

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Episode Overview

This episode dives into the Federal Trade Commission’s (FTC) evolving scrutiny of "acquihires"—the practice of acquiring companies primarily for their talent rather than their products or services. Andrew Ferguson, FTC Chairman, addresses the growing prevalence of acquihires in tech, especially artificial intelligence, and discusses the regulatory, antitrust, and consumer protection implications under current U.S. law. He also elaborates on the FTC’s broader mandate, from reviewing high-profile mergers to tackling consumer protection in AI and new legislative responsibilities.

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Key Discussion Points & Insights

1. Growing Attention to Acquihires (00:39–03:11)

• Definition & Background: Acquihires, long common in Silicon Valley and the startup space, involve acquiring companies mostly for their teams rather than their products; they're increasingly significant in deal size and regulatory consequence.
• Regulatory Context: In past administrations, companies sought deal structures (like acquihires) partly to avoid pre-merger antitrust review, notably under Hart-Scott-Rodino (HSR) Act scrutiny.
• Current FTC Stance: Chairman Ferguson asserts fairness and clarity under the current administration (“Trump administration you get a fair shake”) and warns against using "clever deal structures" to evade review.
  • Quote:

    "You don't need to structure deals as a clever attempt to get around pre merger review. You'll get a fair shake at the FTC... If your deal is legal, I will get out of your way very quickly. And if it's not, I'll take you to court and I'll fight to win there." – Andrew Ferguson (02:27)

2. What Triggers Pre-Merger Review? (03:11–06:32)

• No One-Size-Fits-All Rule:
  • Each acquihire's specifics differ; some may qualify for HSR review if they involve asset or stock acquisition above statutory thresholds.
  • The FTC is examining large acquihires to determine when they cross the line into full-fledged acquisitions.
  • The agency may issue further guidance as understanding improves.
• Legal Standards: Ferguson emphasizes the FTC enforces statutes as written, not inventing new rules for each deal type.
  • Quote:

    "We would be looking at deals and trying to understand, you know, does this in fact involve the acquisition or sale of assets or stock and is anything being structured as an attempt to circumvent review." – Andrew Ferguson (05:15)

3. Acquihires in Artificial Intelligence (06:32–08:36)

• Rising Scale and Visibility:
  • Acquihires now often involve large AI firms and high price tags (billions), increasing public and regulatory interest.
  • High-profile examples in the AI sector have spurred deeper FTC attention.
  • Quote:

    "I've definitely seen a couple in the AI space this year which is what is attracted a lot of the attention." – Andrew Ferguson (07:02)

4. Case Study: Nvidia and GROK Structure (07:55–10:01)

• Complexity:
  • Example: Nvidia’s acquihire of GROK involved hiring ~400 engineers and licensing core technology for $20 billion over time, with the acquired company continuing in a different business line.
  • Ferguson notes such deals vary widely and refrains from discussing confidential cases but reiterates that the FTC’s goal is understanding and fairness, not overzealous prosecution.
  • Quote:

    "The last thing I want to do is sort of blindly charge ahead with a bunch of, you know, sort of pre-determined assumptions and start trying to apply the law to something we don't understand." – Andrew Ferguson (08:55)

5. FTC’s Consumer Protection Role in AI & New Legislation (11:10–13:09)

• Take It Down Act:
  • Groundbreaking law empowering the FTC to compel removal of non-consensual, AI-generated intimate images from platforms; criminal provisions already in effect, FTC’s enforcement role to begin soon.
  • The FTC is hiring specialist staff and coordinating with Homeland Security for implementation.
  • Quote:

    "If you are violating the Take It Down Act. You are going to hear from us and we are going to be ready to do it. This is incredibly important legislation." – Andrew Ferguson (12:33)

6. FTC Appointments & Leadership Diversity (13:09–14:48)

• Nomination of David McNeil:
  • The President’s pick is an unconventional, non-lawyer and manufacturing advocate—praised by Ferguson for his real-world job-creation background.
  • Quote:

    “I am generally of the view that Washington has too many lawyers. I think it is great that the President has decided to nominate someone who isn’t a lawyer... He’s coming at it as a job creator, as a wealth creator, and as one of the most outspoken proponents of manufacturing in America.” – Andrew Ferguson (13:32, 14:22)

7. Consumer Pricing and Merger Enforcement (14:48–17:06)

• Enforcement Actions:
  • FTC’s top priorities include tackling merger-driven price increases, with actions in healthcare, homebuilding, industrial adhesives, and ticketing.
  • The commission has also focused on wage protection, non-compete abuses, and job scams.
  • Ferguson highlights FTC’s effectiveness despite its modest budget.
  • Quote:

    "We are doing everything we can within our little remit to try to bring down prices and to make this country a more affordable place to live, which is exactly what President Trump has been telling us to do." – Andrew Ferguson (16:19)

8. Personal Future at FTC (17:06–17:47)

• Asked about rumors of a DOJ fraud role:
  • Ferguson denies leaving FTC, emphasizing his commitment to leading the commission.
  • Quote:

    "I can tell you definitively I’m not leaving the Federal Trade Commission and I’m not going to the Department of Justice. This is an important full time job that the President entrusted me with..." – Andrew Ferguson (17:22)

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Notable Quotes & Memorable Moments

• On deal fairness:

  "If your deal is legal, I will get out of your way... If it’s not, I’ll take you to court." – Andrew Ferguson (02:27)

• On legal approach:

  "It is my job to make sure that the will of Congress, which is the will of the people at the end of the day, is being followed. And that's what we're here to try to do." – Andrew Ferguson (06:28)

• On AI and consumer protection:

  "You are going to hear from us and we are going to be ready to do it. This is incredibly important legislation." – Andrew Ferguson (12:33)

• On unconventional leadership choices:

  "He’s coming at it as a job creator... part of what has made President Trump so successful is that he doesn’t always think in the conventions that govern D.C." – Andrew Ferguson (14:22)

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Timestamps of Important Segments

• 00:39 – Introduction to acquihires and FTC scrutiny
• 01:28 – Ferguson on deal structures and regulatory approach
• 03:46 – Reporting requirements and legal standards explained
• 06:45 – Acquihires in AI and their growing scope
• 07:55 – Nvidia-GROK example and complexities
• 11:40 – FTC’s new consumer protection power under the Take It Down Act
• 13:31 – Reaction to David McNeil’s nomination
• 15:01 – Steps to address consumer pricing and merger actions
• 17:22 – Ferguson on commitment to FTC, rejecting DOJ rumors

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Style and Tone

Chairman Ferguson’s tone is direct, practical, and emphasizes fairness and strict adherence to legislative text. He projects openness to unconventional perspectives, a pro-consumer stance, and determination to ensure both innovation and accountability in fast-moving sectors like AI.

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For listeners seeking clarity on acquihires, antitrust review thresholds, and the FTC’s forward-looking priorities—especially in technology and consumer protection—this episode offers an in-depth and transparent discussion from the commission’s highest office.

Transcript

[A]

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[B]

To our Bloomberg TV and radio audiences around the world. A recurring theme of recent tech M and A has been deals to bring in talent in so called acqui hires. The Federal Trade Commission is taking notice. One member of the FTC warned Thursday that these quote, creative deal structures could raise antitrust concerns. Let's discuss and delighted to welcome Andrew Ferguson, Chairman of the FTC to the program. We cover the topic of aqua hires on Bloomberg Tech regularly. It was a mainstay story in 2025. When does a talent deal stop being a talent deal and become more than that become a merger? What are the rules based approach that the FTC would take to chairman to look at that?

[C]

Yeah, so we are examining look equi hires have been around especially in the sort of startup founder space for a long time and they've gotten bigger basically in the last admin and a lot of people are of the view that these things were sort of being constructed in these big deals to try to escape, you know, Hart Scott Rodino review, which is pre merger antitrust review in the United States because the Biden administration was trying to block all deals and I think generally they were that isn't, you know, necessary anymore. We don't need clever workarounds for around antitrust review anymore because at the FTC under the Trump administration you get a fair shake. I'm not saying your deal will go through. I've sued to block several deals this year and I've won those cases. But if your deal is not illegal, we get out of the way and sort of let the market take care of things. So we are beginning to examine that. The HSR act has a provision that says you're not allowed to structure deals in order to a seal pre merger review. And so we are beginning to examine these acqui hires to make sure that they aren't an attempt to get around HSR review. But the message I want to send sort of to Silicon Valley and to the M&A infrastructure generally is you don't need to structure deals as a clever attempt to get around pre merger review. You'll get a fair shake at the ftc. Deal may not go through, but if your deal is legal, I will get out of your way very quickly. And if it's not, I'll take you to court and I'll fight to win there. We're not going to let the process be the punishment anymore, but you know, it is, it is important to us, to us to make sure that people aren't going to use clever deal structures to get around pre merger review.

[B]

The language of clever or creative deal structures that I cited at the beginning of our conversation was from your colleague and fellow commissioner, Mark Mado. Right. Who was speaking at a conference in California yesterday. I think what, what the industry hopes to understand from you is what the threshold is or what the set of rules would be where a hiring proposal situation should be reported to antitrust authorities. It should be, yeah, as simple as that. It should be by rope reported.

[C]

Yeah. And you know, we are beginning to examine how these deals work. Equi hire deal structures vary from deal to deal. And so there wouldn't necessarily be a sort of a one, one size fits all rule. But we are beginning to examine these big acqui hire deals that raise a lot of attention so that we can understand when an acqui hire is in fact an acquisition that might be covered by the pre merger review laws and when it's not. And we need to understand them before we're sort of out there telling people what the rules are. But this is, you're right, this has become a big enough deal that we are beginning to look very closely at how these things work, including, you know, determining whether we need to promulgate additional guidance here in the coming months about how we understand these acqui hires.

[B]

Is there a factor that matters more to you? You know, the number of employees hired or putting a value on the intellectual capital or the competitive advantage that that such a transaction would give the acquirer.

[C]

So the value that matters for HSR is set by the statute. That's not really here or there. But the HSR act applies to deals where assets or stock are being purchased and that's what triggers HSR review. And so what we need to understand, which is why we're beginning to examine this question now, is when does an acqui hire, you know, involve the sale of the acquisition of assets or stock in a way that would trigger the statute? Look, at the end of the day, I'm a lawyer and a law enforcer. And I enforce statutes and those statutes have texts. And so it's my job to understand whether things happening in the marketplace trigger the text that Congress has actually passed for us. But that's what we're looking at. We're not trying to set sort of, we wouldn't be setting like acqui hire rules generally. We would be looking at deals and trying to understand, you know, does this in fact involve the acquisition or sale of assets or stock and is anything being structured as an attempt to circumvent review. But you know, I'm not here to say this is what the rules are. There will be, you know, hard and fast clear rules. There aren't even for the ordinary deals. We've got the, you know, the HSR act and the HSR rules, but deal structure structures even in ordinary M and A very widely. And so we have to apply the text that Congress actually wrote to specific deals. But acqui hires have become frequent enough and large enough that we are beginning to look at the appropriate way to apply the law that Congress actually adopted to acqui hires. I don't, it's not my job as an enforcer to sort of fit square pegs into round holes, but it is my job to make sure that the will of Congress, which is the will of the people at the end of the day, is being followed. And that's what we're here to try to do. We're trying to figure out how that applies in the case of acqui hires.

[B]

Chairman, how common is this in the field of artificial intelligence? Or how often is this particular scenario arising and crossing your desk from the AI industry?

[C]

We've seen, you know, a couple in the last 12 months. My understanding is that the acquihire sort of structure, if you want to call it that, where you know, a firm acquires a lot of the talent in other firm is pretty old, has been going on for a long time, but it often involves very small firms. And I think the reason that a lot of people are starting to notice it is because now it involves much larger firms and the sort of price being attached to obtaining the talent into licensing IP is, is in the billions. So I've definitely seen a couple in the AI space this year which is what is attracted a lot of the attention and it's why we're beginning to try to examine how are these working and how does the law that Congress passed governing pre merger review actually apply here as well as the provision in the pre merger review law that says you can't structure a deal in order to try to escape HSR review. So that is what we are trying to understand now. But certainly, I mean you've, you all have reported on them, you can read them about them in the Wall Street Journal. It's definitely true that there have been couple of these big ones in in the area.

[B]

You are live with us on Bloomberg Television, Bloomberg Radio around the world. We're speaking to Andrew Ferguson, chairman of the ftc. I think the biggest case study of late, just to give an example of the structure is in video and GROK because you know what Nvidia CEO Jensen told me a couple of weeks ago is they hired about 400 engineers but it also included the licensing of the core technology at a $20 billion value. But over a set time horizon, GROK exists as a company still but with a focus on one of its business lines that hiring and licensing of technology format. Is there anything specific there? Chairman?

[C]

Yeah, so I can't talk about specific deals or specific potential investigations. As a law enforcer, you know, I have to maintain a lot of confidentiality about the work of the commission. But I mean you know that particular structure, the acqui hire was different for example from the the one that Metta conducted earlier in the year. These things vary pretty wildly. The terms of the, I'm sorry of the software and IP licensing can vary. The number of employees obtained in the transaction can vary. And so we're trying to understand these things first of all because the last thing I want to do is sort of blindly charge ahead with a bunch of, you know, sort of pre determined assumptions and start trying to apply the law to something we don't understand. But it is very important to me because it's very important to Congress that people not try to come up with ways to attempt to get around pre merger review. And that's we're looking at. And again it's just not necessary. I get why people wanted to do this in the previous administration where the antitrust enforcers tended to use the process as a way to block deals rather than, you know, sort of being a lot more honest about it and taking people to court. But under the Trump administration we are either going to get out of your way very quickly or we are going to take you to court. We're not letting the process be the punishment. And so people don't need to try to come up with ways to get around hsr. You will get a fair shake at the ftc.

[D]

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[B]

A lot of interest in the FTC and consumer protection and what the FTC remit is in the domain of AI. It's an example. I know you won't comment on specific cases, but X and Elon, Musk and Grok have been in the news because of the use of the tool to generate non consensual sensual sexualized images. Does the FTC have a role in regulating from a consumer protection standpoint that domain?

[C]

Yeah. I mean the President, Congress passed and the President signed in spring of last year the Take It down act, which is seminal groundbreaking legislation to protect people from artificially generated non consensual intimate images. The criminal component of that law that the Department of Justice enforces is already in effect. The part that we enforce where we have to compel platforms to take down these images and then bring enforcement actions if they fail, will take effect in the spring. We are getting ready for that. I have been meeting with sort of the elite child protection prosecutors and investigators at the Department of Homeland Security to make sure that we're synced up on that mission. This is relatively new to the FTC and I want to make sure we hit the ground running when the authority takes effect. Right now we are hiring specialist prosecutors, lawyers, investigators and IT experts to enable us, the second that this thing takes effect, to start bringing enforcement actions wherever these things are happening. And I don't care what kind of company you are, if you are a platform, whether you're a legacy social media company, a burgeoning AI company, I Don't care if you are violating the Take It Down Act. You are going to hear from us and we are going to be ready to do it. This is incredibly important legislation. I'm really excited that the FTC has a role in this. I lobbied Congress very heavily to make sure that we had enough money to get this program off the ground when it takes effect in the middle of this year. We are getting that money, and we will be ready.

[B]

Chairman, President Trump has nominated David McNeil to the Commission. Our audience have asked me to ask you your thoughts on that. Someone perhaps without antitrust experience, illegal experience, commission experience, and somebody, you know, frankly, with high net wealth. Your thoughts, please.

[C]

Look, I am generally of the view that Washington has too many lawyers. I think it is great that the President has decided to nominate someone who isn't a lawyer, who doesn't sort of think in the pathways that lawyers always think. I think it's great that the President has nominated. You know, I've never met Mr. McNeil. I've talked to him a little since the nomination. The man is a true American patriot. He's created thousands of jobs in this country. He has been one of the most active, outspoken proponents of manufacturing here in America. That has been one of the President's principal economic priorities, is to make sure we make and build things in America. David McNeil has done that. He has been successful in doing that. And I think it's great that there is going to be sort of someone with that perspective who isn't coming at this like I am, from fancy law schools with a long sort of litigation and law enforcement background.

[B]

Right.

[C]

He's coming at it as a job creator, as a wealth creator, and as one of the most outspoken proponents of manufacturing in America that there is in this country. You know, is it an unconventional pick? Yeah, of course it is. But part of what has made President Trump so successful is that he doesn't always think in the conventions that govern D.C. and I think that this is a really, really good idea to bring someone with Mr. McNeil's perspective here to the commission chairman.

[B]

The major concern for the consumer right now is affordability. What is the FTC able to do on pricing pressure, bringing prices down, addressing that consumer concern?

[C]

Yeah, I mean, it's one of my main concerns, too. We're doing a lot on this front, on the merger review front. My first two merger enforcement actions were in the health care space. We just won one of those health care enforcement actions last week and several months before the judge denied our injunction, but only because after I sued them. They offered to divest the assets that were the problem. So that was a win for the commission as well. Another merger enforcement action I brought is about industrial adhesives that are used to build homes. We have a real homebuilding crisis in this country. Although under President Trump, home sales went up last last year for the first time in a while, we still have a home affordability crisis in this country. And I have focused intently on the competition side, on making sure that we are active in markets, grocery, health care, homes, to try to bring prices down to for consumers and to make sure that all Americans get the advantages that come with vigorous competition. On the other side, I sued Ticketmaster and a groundbreaking lawsuit charging them with having basically inflated all the prices of tickets in violation of multiple federal laws. Americans have been complaining justly for a long time that it has become almost impossible to take your family to a ball game or to a concert without having to fork over the value of a mortgage payment to do it. We have been very active in the ticketing space to make sure that those prices are going to come down. We have been bringing actions on the consumer protection side in the health care space. We've also been bringing a lot of consumer protection cases and competition cases to protect the value of wages against non compete against job scams. The FTC is a little agency. Our budget is even half a billion dollars, but we have returned literally billions of dollars of wrongfully taken money just in the last year back in the pockets of the American consumers. We are doing everything we can within our little remit to try to bring down prices and to make this country a more affordable place to live, which is exactly what President Trump has been telling us to do.

[B]

Chairman, very quickly, Bloomberg's reported that the White House is considering you for a DOJ fraud role. What would that entail and legally would it be possible for you to take on that role while remaining chair of the ftc?

[C]

I can tell you definitively I'm not leaving the Federal Trade Commission and I'm not going to the Department of Justice. This is an important full time job that the President entrusted me with to try to help the American people that just voted in their tens of millions to make Donald Trump President. That's what we have done. We've sent billions of dollars of wrongfully taken money back to Americans and I'm focused on fighting fraud and protecting competition right here at the ftc.

[B]

Andrew Ferguson, FTC Chairman, thank you for your time here on Bloomberg Tech. Okay, coming up, Jemaina Alaman of Prometier joins us to discuss the future of banking within AI that's next. This is Bloomberg Tech.