PE firms with non-competitor, majority-owned portfolio companies will face reduced risks of antitrust liability under Section 1 of the Sherman Act in the Eleventh Circuit. On May 24, 2022, the United States Court of Appeals for the Eleventh Circuit held that a private equity firm and its majority-owned and -controlled portfolio company could not, as a matter of law, engage in an antitrust conspiracy under Section 1 of the Sherman Act in OJ Commerce, LLC v. KidKraft Inc. The Eleventh Circuit held that a company “ordinarily cannot conspire with an entity it owns and controls and with which it does not compete,” applying a functional framework for analyzing the ownership structures of private equity firms, which considers whether the entity is majority-owned and -controlled by the sponsor, and whether the two companies compete. Private equity firms with non-competitor, majority-owned portfolio companies will face reduced risks of antitrust liability under Section 1 of the Sherman Act in the Eleventh Circuit and in courts that have similarly expanded Section 1 protection for majority-owned, parent-subsidiary relationships. Yet, whether the Department of Justice (DOJ) and Federal Trade Commission (FTC) will follow this approach in other areas of antitrust enforcement remains to be seen. Indeed, this decision comes on the heels of heightened and intense antitrust scrutiny of private equity firms, including their acquisitions of competitors and non-competitors alike, and portfolio-level interlocking directorates and information sharing