Freeland v. Nippon Steel Corp.
5:25-cv-01240
N.D. Cal.Jun 18, 2025Background
- Plaintiffs requested a temporary restraining order (TRO) to block Nippon Steel’s acquisition of U.S. Steel.
- The TRO was filed June 17, 2025, with an immediate hearing the next day; defendants did not submit a written opposition.
- Plaintiffs alleged that the merger violated antitrust law, specifically Clayton Act § 7, and raised other potential antitrust and constitutional claims.
- Plaintiffs are consumers of products containing steel, not direct participants in the steel manufacturing market.
- Plaintiffs raised concerns about the merger’s impacts on competition and national security provisions involving presidential powers.
- The court evaluated if plaintiffs met the standards for injunctive relief: likelihood of success, irreparable harm, balance of equities, and public interest.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Standing to Bring Clayton Act § 7 Claim | Freeland alleged injury as a consumer affected by reduced steel competition | Nippon Steel argued plaintiffs are not market participants | Plaintiffs lacked standing; not in the relevant market |
| Substantial Lessening of Competition | Freeland argued the merger would increase market concentration | Nippon Steel disputed any showing of market share or loss of competition | No evidence or plausible facts to show lessened competition |
| Viability of Alternative Antitrust Claims (§1 Sherman Act, §8 Clayton Act) | Freeland suggested claims could arise from post-merger conduct | Nippon Steel noted the post-merger structure eliminates competitor status | No plausible claim because subsidiaries can’t conspire with parent; §8 inapplicable |
| Constitutionality of National Security Provision | Freeland argued executive overreach via national security agreement | Nippon Steel responded no factual record and lack of plaintiff injury | No standing or factual basis for this claim |
Key Cases Cited
- Washington v. Trump, 847 F.3d 1151 (9th Cir. 2017) (standards for TRO and preliminary injunction are substantially identical)
- Winter v. Nat. Res. Def. Council, Inc., 555 U.S. 7 (2008) (preliminary injunction is an extraordinary remedy, requiring likelihood of success, irreparable harm, balance of equities, and public interest)
- Am. Ad Mgmt., Inc. v. Gen. Tel. Co. of Cal., 190 F.3d 1051 (9th Cir. 1999) (antitrust injury requires participation in the relevant market)
- Copperweld Corp. v. Indep. Tube Corp., 467 U.S. 752 (1984) (parent and wholly owned subsidiary cannot conspire under §1 of Sherman Act)
- Bankamerica Corp. v. United States, 462 U.S. 122 (1983) (§8 of Clayton Act applies only to competitors)