California Law Revision Commission Recommends Unprecedented Changes to California’s Antitrust Laws, Including Regulation of Single-Firm Conduct

On Thursday, the California Law Revision Commission (“CLRC”), the influential body that makes recommendations to the Legislature, took significant steps toward its goal of enacting antitrust legislation to regulate single-firm conduct under California’s antitrust law, the Cartwright Act. The CLRC unanimously voted to move forward with an unprecedented legislative proposal that not only outlaws single-firm “restraints of trade,” but also states that certain federal antitrust standards are not required in California state courts. As a next step, the CLRC will approve a formal recommendation to the Legislature along these lines at the CLRC’s December meeting. Companies doing business in California should pay close attention to these developments because of the potentially dramatic impact this kind of law could have, including increased exposure to antitrust litigation. Crowell & Moring is representing the California Chamber of Commerce (“CalChamber”) in monitoring, analyzing and responding to the CLRC’s recommendations.

In its September 18, 2025 meeting, the CLRC considered and heard public comment on multiple staff recommendations relating to the regulation of single-firm conduct under the Cartwright Act, which currently only reaches collusive conduct among multiple firms. Ultimately, the CLRC voted to abandon a legislative proposal that mirrored the federal single-firm conduct law (Section 2 of the Sherman Act) and instead moved forward with a proposal that not only prohibits monopolization and attempted monopolization by one or more firms, but also prohibits single-firm “restraints of trade.” Crowell’s Eric Enson testified on behalf of CalChamber that the CLRC’s proposal would create “the only antitrust statute under which a single firm may be liable for a restraint of trade and multiple firms may be liable for monopolization.” Enson also testified that the proposed amendment “just doesn’t provide any guidance for courts or businesses as to what an unlawful, single-firm restraint of trade is.”

Despite this uncertainty, the CLRC moved forward and also adopted language that rejects a number of well-established, federal standards for evaluating single-firm conduct. A few examples of elements that will not be required to prove liability under California law include:

• In the predatory pricing context, establishing that the price for a product or service was below cost or that the defendant is likely to recoup any losses from below-cost pricing;
• A finding that a defendant altered or terminated a prior course of dealing with the alleged victim of exclusionary conduct;
• Where a defendant’s business is a multi-sided platform, requiring that the defendant’s conduct presents harm to competition on more than one side of the platform, or that the harm to competition on one side of a multi-sided platform outweighs any benefits to competition on any other side of the platform; or
• Needing to define or prove a “relevant market” or that a defendant has a particular share of that relevant market.

Enson noted in his testimony that “expressly telling California courts that certain antitrust standards created over the last 130 years are just not required in California . . . removes important standards that have guided courts and businesses for decades.” 

If adopted by the Legislature, the legislation could have a significant chilling effect on competition and innovation in California, as the courts and businesses work to interpret and comply with new antitrust standards in California. Compliance and litigation costs may increase as well. Companies doing business in California should monitor these new legislative developments closely as the CLRC moves forward with its goal of submitting its formal recommendation to the Legislature by early-2026.

As counsel for CalChamber, Crowell is monitoring, analyzing and responding to the CLRC’s recommendations, as well as advising on the import and effect of the CLRC’s work. If you are interested in joining CalChamber’s coalition seeking to ensure that any changes to California law are common sense reforms, or want to hear more about this important, ongoing legal development, please contact any Crowell lawyer listed below.