Getty Images notified Shutterstock on Tuesday that it was scrapping a $3.7 billion merger, and the only reason the deal died was that a British regulator was still willing to do the structural review the American antitrust apparatus has stopped doing. Getty’s shares dropped 10 percent in afternoon trading the day the notice was filed. The board had voted unanimously the week before that the deal was no longer worth doing at the cost the British condition imposed. That cost was the sale of Shutterstock’s editorial business to an approved buyer — the structural fix Britain’s Competition and Markets Authority had determined the deal required to address its finding that the combined company would substantially lessen competition in the UK market, producing reduced choice and higher prices for the British media companies, advertisers, publishers, and designers the regulator was built to protect. Margot Daly, who chaired the CMA’s investigation, said the regulator had worked with both companies on the proposed sale, engaged with several potential buyers, and the process was at an advanced stage when Getty walked. The structural fix was the deal’s cost. The companies walked because the deal was no longer worth the cost.
What the CMA did
The CMA approved the merger, but conditionally. The condition was the divestiture of Shutterstock’s editorial business to a buyer the regulator approved. The finding was that a combined Getty-Shutterstock would have produced a substantial lessening of competition in the UK market — reduced choice for British media, advertisers, publishers, designers, and the small and medium businesses in the creative economy. Daly’s statement named the customer base, named the harm, and named the structural remedy. The CMA worked the case to a conclusion. The deal died. The regulator’s structural review is what killed it.
The customers the regulator was protecting
The customers the CMA named are not abstractions. They are the major British media companies, the advertisers, the publishers, the designers, the small and medium businesses in the UK’s creative industry. The CMA’s investigation specified that the two companies license content — photos, illustrations, music, video — at the scale both firms serve, and that the customers who depend on them at that scale had no third option if the two were combined. None of those customers had a vote on the deal. None were at the table. None were the people whose compensation would have moved on closing.
This is the population the antitrust apparatus is built to protect. The Sherman Act, the Clayton Act, the Federal Trade Commission Act, the UK Enterprise Act — the legal architecture in both countries was written to protect customers from the harms that concentrations of market power produce. The customers are not the people who proposed the deal. The customers are the people who would have lived with the deal’s consequences. The CMA understood which side it was on. Getty’s board understood which side it was on. The shareholders were the side Getty’s board did the work for. The customers were the side the CMA did the work for. The shareholders did not get their deal. The customers were spared the harm the regulator identified, because the regulator did the work the deal required.
Cui bono — who wanted this, who would have paid
The structural question Bryan Stevenson trains a reader to ask in Just Mercy — who benefits, who pays — gives the deal its distributional shape.
The first-order beneficiaries are the two companies’ shareholders. A $3.7 billion deal creates value for the owners of the firms being combined. Getty’s shares dropped 10 percent in afternoon trading on Tuesday. Shutterstock’s dropped 3 percent. The market had priced in a future where the deal closed. The market repriced the future where the deal does not. The shareholders were the people who would have collected the upside of the concentration.
The second-order beneficiaries are the executives whose compensation scales to deal-closing and to the size of the firm they manage. A combined Getty-Shutterstock would have been a larger company with a larger cost base and a larger pool of equity-based compensation tied to the combined firm’s performance. The compensation tables in the proxy filings would have moved on closing.
The third-order beneficiaries are the financial infrastructure that does the work of concentration: the banks that financed the deal, the law firms that structured it, the consulting firms that advised on it, the financial press that covered it as a stock-moving transaction. The professional class whose work is concentration is paid whether the concentration closes or not, but the closing would have been theirs.
The cost was going to be paid by the customers the CMA identified: the British media companies, the small and medium creative businesses, the publishers, the designers, the advertisers, the newsrooms. The CMA’s finding was that the cost would have taken the form of reduced choice and higher prices. The public framing is that this was a “commercial choice.” The structural question is what the concentration would have done to the customers who had no say in the deal. The CMA answered that question. The harm the CMA identified is the harm the shareholders and the executives were not going to pay.
What the same deal would have looked like in the United States
The United States has the Federal Trade Commission and the Antitrust Division of the Department of Justice. Those agencies have the authority to review proposed mergers, to challenge them in court, and to require structural remedies when a deal would substantially lessen competition. The Sherman Act is on the books. The Clayton Act is on the books. The legal architecture for the structural review the CMA did exists in the United States.
What does not exist, at the level the CMA was operating at in this case, is the willingness to use it. The American merger-review apparatus has been progressively narrowed over the course of decades. The Chicago School revolution in antitrust — articulated most clearly by Robert Bork in The Antitrust Paradox in 1978 — narrowed the consumer-welfare standard to short-term price effects, retired the structural-remedies tradition, and built the efficiency defense into a presumption the regulator had to overcome before a court would let a case proceed. The presumption held for forty years. Lina Khan’s tenure as FTC chair from 2021 to 2025 was the first sustained effort in a generation to bring the structural ambition back — the case against Amazon, the case against Meta, the FTC’s effort to block the Kroger-Albertsons merger with a structural-divestiture remedy. The FTC and the Antitrust Division under the leadership that followed have returned the consumer-welfare standard to operational primacy; the presumption Bork built is back in control; the structural ambition is back in retreat.
The CMA conditioned approval on a structural divestiture because the divestiture was the structural fix the deal required. American regulators in the current state of the apparatus would more likely accept behavioral remedies, voluntary commitments, or a thin set of conditions that does not address the structural problem — and the courts they would have to convince have been narrowed in directions consistent with the Chicago School program. The American regulatory apparatus can still bring merger cases, and occasionally does. But the structural ambition the CMA brought to this case is not the structural ambition American regulators bring to most cases. The work the CMA did this week is the work the work looks like when the philosophy is different. The work the American apparatus is built to do, in the current state of the philosophy that has narrowed it, is not the work that got done in London.
The arc and the apparatus
King said, in September 1963, in the eulogy for the four children murdered at the Sixteenth Street Baptist Church in Birmingham, that the country had to concern itself not only with who murdered them but with the system, the way of life, the philosophy which produced the murderers. The sentence applies here. The deal was a deal. The board vote was a board vote. The share-price movement was a share-price movement. The structural fact is the structural fact: a $3.7 billion concentration of two dominant firms in a market was proposed, and the only thing that stopped it was a regulator in another country that was still willing to do the structural review.
The CMA identified the harm. The CMA conditioned the approval on the structural fix. The companies walked because the structural fix was the deal’s cost. The customers the regulator was protecting are protected because the regulator did the work. The arc bends toward a country where the structural review of a proposed concentration is still the job. The arc bends toward a country where the customers the concentration would have harmed are still the people the regulator is built to protect. The arc bends only when the apparatus that is supposed to discipline concentrated capital is still willing to discipline it.
By any means necessary that operate within the analytical and political instruments available to us — and the analytical instruments are still there, the Sherman Act and the Clayton Act and the FTC Act are still on the books, the authority is still the authority — the work the apparatus is built to do is the work that has to get done. The work got done in London this week. The arc bends toward the work.