Sources: EU antitrust regulators plan to open a detailed “phase 2” investigation into Adobe's Figma acquisition later in 2023, which may derail the $20B deal
Transaction faces lengthy antitrust probe in Brussels as global watchdogs signal concern over market consolidation
Context & Ripple Effects
The phase 2 plan caps a year-long escalation arc: Brussels agreed in February to review the deal even though it fell below its revenue threshold after regulator requests (review below the usual threshold), while Washington's parallel threat loomed via the DOJ's preparation of an antitrust lawsuit. What changed now is that the preliminary look has hardened into a formal in-depth probe timetable for later in 2023.
First-order effects
- Adobe's stated expectation of closing the deal in 2023 is now on the line: a phase 2 investigation stretches the timeline past any realistic 2023 close and can end in outright rejection.
- Brussels joins the DOJ as an active blocker candidate, meaning Adobe must satisfy two watchdogs simultaneously rather than shop remedies to whichever moves first.
Second-order effects
- Adobe's refusal to offer competition remedies — reported when the UK opened its own probe — leaves the deal binary: approve unmodified or block, eliminating the usual fix-and-close exit.
- A multi-front regulatory standoff raises the effective price of the acquisition beyond the $20B headline, since Figma's standalone value keeps eroding during months of limbo.
Third-order effects
- If the pattern holds — regulators reviewing sub-threshold deals on request, then escalating to charges — large design-software incumbents lose the acquisition route to emerging rivals, pushing consolidation risk toward litigation-prone standoffs rather than clean exits.
The trend: Global antitrust authorities are coordinating scrutiny of mega-acquisitions of fast-growing design and creative-software startups, converting once-routine buyouts into prolonged multi-jurisdiction tests.