A more thorough explanation:

The failing-company doctrine is a rule in antitrust law that allows a merger or acquisition between competitors when one of them is bankrupt or near failure.

For example, if Company A is struggling financially and is at risk of going out of business, Company B may be allowed to merge with or acquire Company A, even if it would normally be considered a violation of antitrust laws. This is because the failing-company doctrine recognizes that if Company A were to go out of business, its assets would leave the market anyway, so allowing the merger or acquisition may be the best option for preserving competition in the market.

However, the failing-company doctrine is only applicable in certain circumstances. The parties must show that the failing company cannot meet its financial obligations, reorganize in bankruptcy, and find another buyer whose purchase of the firm would pose lesser anticompetitive risks. They must also show that without the merger, the failing company's assets will exit the market.