Silgan‑Trivium merger: tracking approvals and closing

What happened

A federal judge in San Francisco dismissed a consumer antitrust lawsuit seeking to unwind the $35 billion acquisition of Discover by Capital One 2. U.S. District Judge Haywood Gilliam ruled that the plaintiffs, a group of credit card users, failed to plausibly demonstrate they were harmed by the merger 2. The lawsuit, filed in the Northern District of California as Fry et al. v. Capital One Financial Corp., et al., requested a complete divestiture of Discover from Capital One 2. While the judge tossed the reworked case, the court granted the plaintiffs one final opportunity to amend and replead their complaint 2.

The legal challenge follows the formal completion of the transaction on May 18, 2025 1, 2. The acquisition received approval from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency (OCC) on April 18, 2025 1. These federal approvals followed a December 2024 clearance from the Delaware State Bank Commissioner and February 2025 votes where more than 99 percent of shareholders from both companies approved the deal 1.

The Department of Justice (DOJ) antitrust division also cleared the merger after determining there was insufficient evidence to challenge the transaction 6. A confidential memo sent to the Federal Reserve and the OCC by antitrust chief Gail Slater stated the deal complied with the Bank Merger Act 6. This reversed an earlier January draft from the previous administration that suggested the merger could harm competition for first-time credit card holders 6.

Why it matters

The dismissal of the consumer lawsuit leaves the merger fully intact as Capital One begins a five-year Community Benefits Plan (CBP) 1, 2. This plan is scheduled to mobilize more than $265 billion in lending, investment, and services 1. The combined entity now operates as one of the largest card issuers in the United States and controls the Discover proprietary payments network 2.

For shareholders and the market, the completion of the deal and the subsequent legal victories resolve significant regulatory uncertainty. Discover filed to terminate its securities registration following the close of the acquisition 7. Capital One has stated the combination is intended to increase competition among payment networks and provide resources for innovation and security 1. However, the court's decision to allow a final amendment to the consumer complaint leaves a narrow opening for further litigation regarding the antitrust impact of the deal 2.

What's next

The plaintiffs in the Northern District of California case have a final opportunity to file an amended complaint to argue for the divestiture of Discover 2. A failure to provide plausible evidence of harm in this final filing would likely result in a permanent dismissal of the challenge.

Integration of the two companies continues, with Capital One stating that no immediate changes will be made to customer accounts 1. The company is scheduled to provide customers with information regarding account conversion activities in advance of any future changes 1. The implementation of the $265 billion Community Benefits Plan will proceed over its five-year term 1. The DOJ's handling of this case is expected to serve as a precedent for how competitive factors and the Bank Merger Act will impact future large-scale bank consolidations 6.