Ropes & Gray Secures Dismissal of Antitrust Challenge to Nippon Steel’s Partnership with U. S. Steel

A Ropes & Gray litigation team has secured dismissal of a consumer antitrust lawsuit asserted against Nippon Steel that sought to unwind its $14.9 billion partnership with U. S. Steel, marking another victory for Ropes & Gray in guiding and defending the steelmakers’ historic transaction.

In February 2025, prior to the closing of the transaction, the Plaintiffs—alleged consumers of steel products—filed a lawsuit against Nippon Steel under Section 7 of the Clayton Act in federal district court for the Northern District of California, alleging that the deal threatened to eliminate competition within domestic steel markets in violation of federal antitrust law.  We filed a motion to dismiss the complaint, arguing, among other things, that Plaintiffs (i) failed to allege any plausible antitrust injury because they do not buy steel directly from U. S. Steel or any manufacturer, but merely buy products that are made with steel, and (ii) failed to plausibly allege that the transaction would lead to anticompetitive effects.  On June 17–with the motion to dismiss still pending and just one day prior to the transaction’s outside date—Plaintiffs filed a motion for a temporary restraining order seeking to enjoin the transaction. The Court scheduled a hearing the next day, hours after the scheduled closing of the transaction. Following argument at the hearing, the Court denied the motion for a TRO, agreeing with Ropes & Gray’s core motion to dismiss arguments—including those presented at the hearing by litigation and enforcement partners David Hennes and Samer Musallam—that Plaintiffs lacked antitrust standing and had failed to adequately plead anticompetitive effects from the transaction.  The historic transaction closed that same day. The next day, the Court granted our motion to dismiss the complaint for substantially the same reasons that it denied the TRO.

Plaintiffs then filed an amended complaint seeking an order of divestiture to unwind the transaction, again asserting a single claim under Section 7 of the Clayton Act. We filed a new motion to dismiss, arguing that the amended complaint suffered from the same deficiencies as the original complaint.  On October 29, the Court heard oral argument on Nippon Steel’s motion, at which litigation and enforcement partner Andrew Todres argued that the Court should dismiss the complaint without further leave to amend.  On March 17, the Court granted Nippon Steel’s motion and dismissed the amended complaint without leave to amend, holding that “Plaintiffs’ original complaint was dismissed for failure to state a claim, and the amended complaint remains deficient.”

The Ropes & Gray team was led by litigation and enforcement partners David Hennes, Alex Simkin, and Andrew Todres and included litigation and enforcement partners Samer Musallam, Mark Popofsky, and Rocky Tsai.