TL;DR:
Synopsys and Ansys pushed ahead with a merger that federal antitrust officials said would damage competition in highly specialized design software.
To resolve the case, the two companies agreed to carve off entire global product lines, hand them to a rival, and accept a decade-long ban on buying them back. The order forces them to give up key assets, employees, and trademarks so those tools can survive as an independent competitor. The case exposes how profit-driven consolidation under neoliberal capitalism repeatedly pushes regulators to fix markets after the fact…. if they even act at all lol which is quite rare
Keep reading for how the deal was structured, why regulators intervened, and what it says about a system that keeps rewarding consolidation over the public interest.
Table of Contents
- Introduction: A Merger So Risky It Had to Be Partly Unwound
- Inside the Allegations: How the FTC Framed Corporate Misconduct
- What the Forced Divestitures Reveal About Market Power
- Regulatory Capture, Deregulation, and the Consent-Order Machine
- Profit-Maximization at All Costs in Neoliberal Capitalism
- Workers, Noncompetes, and the Quiet Struggle Over Power
- Legal Minimalism and Corporate Liability
- Profiting from Complexity and Opacity
- Corporate Accountability and the Limits of Antitrust Remedies
- Paths to Reform and Collective Pressure
- Serious Case, Structural Problem
1. Introduction: A Merger So Risky It Had to Be Partly Unwound
The federal government reviewed Synopsys’s plan to acquire Ansys and decided the deal would harm competition badly enough that it needed heavy surgery to proceed at all. The Federal Trade Commission (FTC) said it had “reason to believe” the transaction violated federal antitrust and unfair-competition laws and moved forward with a formal complaint!
To resolve the case, the companies agreed to a sweeping order: they must divest entire worldwide businesses in two crucial categories of design software (optics and photonics design tools on the Synopsys side, and register-transfer-level power-analysis tools on the Ansys side) so an independent rival can keep competing.
The order’s stated purpose is simple and damning: to “remedy the harm to competition” caused by the deal and to ensure an outside buyer can run the divested businesses in essentially the same way the companies did before the merger.
This is not an accidental compliance hiccup. It is a textbook example of a merger pushed to the edge of the law in a system that consistently rewards consolidation and only occasionally forces companies to give something back.
2. Inside the Allegations: How the FTC Framed Corporate Misconduct
The Commission’s internal antitrust staff drafted a complaint alleging that Synopsys’s acquisition of Ansys would violate:
- Section 7 of the Clayton Act, the core U.S. law against mergers that lessen competition.
- Section 5 of the Federal Trade Commission Act, the general ban on unfair methods of competition.
Synopsys and Ansys signed a consent agreement. In it, they admitted the jurisdictional facts (who they are, where they operate, and the basic structure of the deal) but explicitly refused to admit any violation of law or any non-jurisdictional factual allegations.
The FTC, in turn, accepted the settlement and issued a final Decision and Order after a public comment period. The Commission made clear it believed the companies’ conduct fell within the scope of those antitrust violations, even as the firms denied wrongdoing.
At the heart of the remedy are two specialized businesses that must be stripped away from the merged entity and handed to an approved “Acquirer,” identified in the order as Keysight Technologies or another Commission-approved buyer:
| Divested Business | Owned By | What It Covers (from the Order) |
|---|---|---|
| Optics and Photonics Business | Synopsys | Worldwide research, development, manufacture, commercialization, distribution, marketing, sale, licensing, and servicing of “Optics and Photonics Design Products” used to analyze, prototype, optimize, render, fabricate, measure, and simulate optical and photonic systems and components! |
| RTL PCA Business | Ansys | Worldwide research, development, manufacture, commercialization, distribution, marketing, sale, licensing, and servicing of “pipeline and on-market tools, services, and equipment for register transfer-level power consumption analysis” (marketed under names including PowerArtist). |
The order forces the companies to divest:
- All inventories, accounts receivable, and business information.
- All trademarks for major optics software lines such as BeamPROP, Code V, LightTools, RSoft, and others.
- Tangible assets like offices, equipment, and leased facilities in the U.S. and Europe.
- Critical intellectual property and software code, plus licenses to ensure the buyer can keep operating the businesses as standalone rivals.
Synopsys is also barred from re-acquiring any interest in the divested assets for ten years after the order is issued!
For a corporate merger, this is a harsh prescription. It signals a deal structured in a way that antitrust enforcers saw as a direct threat to competitive markets for highly specialized engineering software.
3. What the Forced Divestitures Reveal About Market Power
The order describes the divestitures as necessary to restore competition and preserve the “full economic viability, marketability, and competitiveness” of the separated businesses.
To achieve this, the FTC requires Synopsys and Ansys to:
- Divest the assets “absolutely and in good faith” within 10 days of closing the merger.
- Provide a perpetual, royalty-free license to key intellectual property so the buyer can actually use what it purchased.
- Maintain these assets in the ordinary course of business until the transfer is complete, including continued updates, maintenance, and relationship-building with customers and suppliers.
The FTC also appoints an independent Monitor, S&W Partners LLP, to oversee compliance and report on whether the companies are truly handing over what the order requires.
These steps matter for consumers, workers, and downstream industries because they show regulators viewed the targeted software lines as significant competitive levers. If these tools sit under one corporate roof with overlapping products, the risk is clear: fewer independent options, weaker bargaining power for customers, and less pressure to innovate. The FTC’s remedy signals that the combined company could not be trusted to keep these lines as fully independent competitive forces without structural separation.
4. Regulatory Capture, Deregulation, and the Consent-Order Machine
The order demonstrates both the power and the limits of antitrust enforcement in a neoliberal economy.
On one side, the FTC asserts jurisdiction, finds “reason to believe” the law has been violated, and imposes a detailed structural fix that reaches deep into corporate operations worldwide.
On the other side, the case still follows the familiar script of modern antitrust:
- The merger moves forward, with adjustments, instead of being blocked outright.
- The companies avoid a trial on the merits and secure a settlement where they deny any violation.
- The remedy depends on complex divestiture agreements, monitors, and trustees that operate largely outside public view.
This pattern reflects a system shaped by decades of deregulation and deference to corporate scale. Agencies rely on negotiated consent orders rather than pursuing more confrontational remedies like structural breakups or full deal prohibitions. Technical markets become especially vulnerable, because the complexity of products and contracts makes it easier for firms to argue that competition will somehow survive inside a single corporate group.
The Synopsys–Ansys case sits squarely inside this pattern. The order is detailed and invasive, yet it still leaves the core merger intact. The structural logic of neoliberal capitalism (growth by acquisition, dominance through scale) remains in place.
5. Profit-Maximization at All Costs in Neoliberal Capitalism
The decision shows how profit incentives shape deal design even when regulators push back.
The order confirms that Synopsys and Ansys structured their transaction tightly enough that the FTC saw the need to carve out entire business units to keep markets competitive.
The companies also negotiated the right to continue using certain intellectual property that they are required to divest (through licenses back from the buyer) so long as that IP is needed to operate their remaining businesses as they existed before the merger.
That structure reveals a familiar logic:
- Keep as much value as possible. The firms lose legal ownership of key IP in optics, photonics, and RTL power analysis, yet secure license rights to keep using that IP where it supports retained lines of business.
- Shift risk onto others. The Acquirer must take over the divested businesses, integrate employees and facilities across multiple countries, and shoulder the burden of keeping those tools competitive, with the help of “Transitional Assistance” the companies must provide but under time limits!
- Preserve flexibility. The order allows requests to extend certain IP licenses to the buyer for additional years, subject to FTC staff approval, which gives both sides room to adapt as market conditions change.
This is how late-stage capitalism handles regulatory risk. Corporations pursue mergers that maximize their strategic reach. When regulators intervene, the firms negotiate a settlement that offloads pieces of the business yet preserves as much profitability and technological leverage as possible.
6. Workers, Noncompetes, and the Quiet Struggle Over Power
Buried inside the order is a rare acknowledgment of workers’ interests in a merger.
The divested businesses rely on “Relevant Employees” at Synopsys and Ansys; engineers, product specialists, and support staff whose expertise makes the software valuable. The FTC forces the companies to:
- Provide the buyer a list of these employees and detailed employment information on request.
- Allow the buyer to interview them privately and make job offers.
- Continue paying competitive compensation and benefits while the transition plays out.
Most strikingly, the order bars Synopsys and Ansys from enforcing noncompete clauses against employees who move to work in the divested businesses, except for a narrow set of individuals listed in a nonpublic appendix. It also blocks enforcement of non-solicit agreements against the buyer in all but a small set of cases.
For three years after the divestiture, the companies also cannot solicit those transferred employees back, except under carefully defined conditions.
These protections show how mergers can trap workers between competing corporate interests:
- Noncompetes and non-solicits keep workers tied to their current employer, even when regulators try to build up a new competitor.
- Employees carry the specialized knowledge that keeps a divested business alive, which raises the stakes of who controls their job mobility.
In a neoliberal labor market, these provisions matter because they partially rebalance power. The order acknowledges that workers are not just line items; they are a core competitive asset and deserve at least some leverage when corporate strategy reshapes their careers.
7. Legal Minimalism and Corporate Liability
The case also illustrates “legal minimalism”. That is, doing just enough to stay inside the law’s formal boundaries while denying any deeper wrongdoing.
Key features of legal minimalism in this specific instance includes shit like:
- The companies sign an Agreement Containing Consent Order.
- They admit jurisdictional facts but explicitly state that they do not admit any legal violation or any factual allegations beyond those basics.
- The FTC adopts a final order that builds a comprehensive remedy around those contested accusations.
This pattern delivers a structural fix while preserving corporate deniability. The firms can tell investors they are “in compliance” and “cooperating with regulators” while the order itself spells out the depth of the Commission’s concern.
Neoliberal capitalism rewards this approach. Compliance becomes a branding exercise. Settlements become a cost of doing business, not a moral reckoning. The system focuses on restoring a certain level of competition, not on acknowledging or repairing the harm that flows from years of consolidation pressure.
8. Profiting from Complexity and Opacity
The structure of the order underscores how complexity shields corporate power.
The remedy turns on a dense web of definitions and cross-referenced appendices:
- “Divestiture Assets,” “Divestiture Businesses,” “Retained Assets,” and “Shared Contracts” define who owns what down to individual contracts and product marks.
- Nonpublic appendices list customer contracts, specific employees, and retained assets that the public cannot see, even though these details shape how competition will work in reality.
- The order includes mechanisms for a Divestiture Trustee and Monitor… secondary layers of private governance that operate in the background if Synopsys and Ansys fail to comply.
This complexity serves important purposes for enforcement, but it also reflects a system where key decisions about market structure move into technical documents, nonpublic schedules, and confidential agreements.
For the average engineer, student, or small company that depends on design software, the stakes are simple: access, pricing, and innovation.
The governance that decides those outcomes is anything but simple, and that opacity itself becomes a strategic advantage for large firms.
9. Corporate Accountability and the Limits of Antitrust Remedies
The order runs for ten years. It sets detailed reporting requirements, allows FTC staff and the Monitor broad access to records and facilities, and builds in enforcement mechanisms if Synopsys or Ansys fall short.
At the same time:
- There is no individual executive liability in the order.
- The companies avoid any formal admission that they violated the law.
- The core merger can still go forward, subject to the divestitures and ongoing oversight.
This is what “corporate accountability” looks like under current rules: structural remedies, monitors, trustees, and periodic reports. The public gets some protection, but the basic model (growth through acquisition, power through scale) remains intact.
The case shows a system that polices the worst excesses of corporate greed without confronting the underlying incentives that create those excesses in the first place.
10. Paths to Reform and Collective Pressure
The Synopsys–Ansys order suggests several reforms that would shift power away from corporate consolidation and toward public interest:
- Stronger presumptions against risky mergers. Deals that combine major players in specialized, high-impact software markets could face a genuine presumption of illegality, with a higher bar for any remedy short of full prohibition.
- Limits on “no-admission” settlements. When regulators demand massive divestitures and a decade-long no-reacquisition ban, the public interest would benefit from clearer acknowledgments of responsibility.
- Worker-centered merger review. The order’s worker protections hint at a stronger model in which regulators routinely curb noncompetes, non-solicits, and other restraints that undermine labor mobility during corporate restructurings.
- Public transparency for key appendices. Nonpublic schedules and agreements conceal details that shape market structure. Reforms could require greater disclosure of core competitive information, even when proprietary data remains protected.
- More aggressive use of structural remedies upstream. Instead of waiting for large, complex deals to reach the FTC, policymakers could tighten merger thresholds and build rules that discourage serial acquisitions of competitors across an industry.
Beyond formal law, collective pressure (from workers, customers, and smaller firms) remains crucial. Every time a consent order like this appears, it presents an opportunity to question why the system keeps generating deals that need rescue in the first place.
11. Serious Case, Structural Problem
This case is serious. The FTC concluded that Synopsys’s acquisition of Ansys raised competition concerns so significant that it forced the companies to surrender entire global product lines, share critical intellectual property, relax noncompetes, accept an outside monitor, and live under a ten-year ban on reacquisition.
Those steps signal real harm to competitive conditions in markets for advanced design software, even if the companies themselves deny any legal violation.
At the same time, the story here reflects a deeper structural problem. Under modern day neoliberal capitalism, this is the system working as designed: corporations seek growth through consolidation, regulators intervene selectively to prevent the worst outcomes, and the public absorbs the risk that concentrated power brings.
This Synopsys–Ansys stopping order protects some competition going forward. It does not change the basic incentives that produced the deal in the first place.
On October 17th, 2025 the Federal Trade Commission put out a press release on their website about how the agency finally approved the divestiture of Synopsys and Ansys. A copy of that press release can be found here: https://www.ftc.gov/news-events/news/press-releases/2025/10/ftc-approves-final-divestiture-order-synopsys-ansys-deal
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NOTE:
This website is facing massive amounts of headwind trying to procure the lawsuits relating to corporate misconduct. We are being pimp-slapped by a quadruple whammy:
- The Trump regime's reversal of the laws & regulations meant to protect us is making it so victims are no longer filing lawsuits for shit which was previously illegal.
- Donald Trump's defunding of regulatory agencies led to the frequency of enforcement actions severely decreasing. What's more, the quality of the enforcement actions has also plummeted.
- The GOP's insistence on cutting the healthcare funding for millions of Americans in order to give their billionaire donors additional tax cuts has recently shut the government down. This government shut down has also impacted the aforementioned defunded agencies capabilities to crack down on evil-doers. Donald Trump has since threatened to make these agency shutdowns permanent on account of them being "democrat agencies".
- My access to the LexisNexis legal research platform got revoked. This isn't related to Trump or anything, but it still hurt as I'm being forced to scrounge around public sources to find legal documents now. Sadge.
All four of these factors are severely limiting my ability to access stories of corporate misconduct.
Due to this, I have temporarily decreased the amount of articles published everyday from 5 down to 3, and I will also be publishing articles from previous years as I was fortunate enough to download a butt load of EPA documents back in 2022 and 2023 to make YouTube videos with.... This also means that you'll be seeing many more environmental violation stories going forward :3
Thank you for your attention to this matter,
Aleeia (owner and publisher of www.evilcorporations.com)
Also, can we talk about how ICE has a $170 billion annual budget, while the EPA-- which protects the air we breathe and water we drink-- barely clocks $4 billion? Just something to think about....
