The FTC Just Put a Clayton Act Fence Between Beretta and Ruger’s Board

The FTC dated the release September 16, 2026. “The Federal Trade Commission took action to resolve antitrust concerns arising from a stock purchase agreement between two of the largest firearm manufacturers, Beretta Holding S.A. (Beretta) and Sturm, Ruger & Co. Inc. (Ruger), by accepting a proposed consent order that prevents anticompetitive entanglements between the two companies.” Beretta, a subsidiary of Upifra S.A., “will be prohibited from appointing or nominating anyone to serve on Ruger’s board of directors unless that person is independent of Beretta.” The Commission’s allegation: the deal would create an illegal interlocking directorate under Section 8 of the Clayton Act. The proposed deal “would allow Beretta to appoint two members of Ruger’s board” while buying up to 25 percent of outstanding shares. Vote to issue the complaint and accept the consent for public comment: 2-0. Thirty days of comments on Regulations.gov.

Taylor C. Hoogendoorn, Deputy Director of the FTC’s Bureau of Competition, in the quoted statement: “Competition between gunmakers helps ensure that Americans can exercise their Second Amendment rights.” The order also requires 15 days’ written notice before Beretta causes anyone to join Ruger’s board, and bars Beretta from a financial relationship with that independent director that would move Ruger nonpublic information back to Beretta for a year after the director leaves. This is a proposed consent, not a breakup. The stock purchase is not banned in the release.

Ruger’s own news page the same day: “Ruger Provides Update on Strategic Cooperation Agreement with Beretta Holding,” September 16, 2026. Regulatory conditions under the May agreement “have been satisfied.” The board “unanimously approved an amendment” accelerating the shareholder rights plan’s final expiration from October 13, 2026, to September 16, 2026 — terminating the plan at close of business. CEO Todd Seyfert: “These actions represent the natural, next steps outlined in the Agreement we announced in May.” The Agreement’s terms, Ruger said, “remain unchanged.” Two federal documents, one day: the poison pill died, and the FTC put independence conditions on the Italian chairs.