42,625 Minnesotans went to work in a supermarket last year. Their average pay was $32,196. That is the Bureau of Labor Statistics count for private supermarkets and grocery retailers in this state in 2025, and it is down 1,369 jobs from 2024 — a 3.1 percent drop — across a store count that moved by two. The rest of us walk into those stores and hand over money.
So when the two largest traditional supermarket chains in the country agreed to become one company, it was a Minnesota question. It was filed in February 2024, decided in December 2024, and the fee fight on it is still open. Minnesota was not a party to any of it.
What actually happened, with docket numbers
On October 14, 2022, Kroger and Albertsons announced that Kroger would buy Albertsons for approximately $24.6 billion. The Federal Trade Commission's complaint called it "by far the largest supermarket merger in U.S. history."
On February 26, 2024, the FTC filed suit in the United States District Court for the District of Oregon — Federal Trade Commission v. Kroger Company, No. 3:24-cv-00347-AN. The FTC did not file alone. The caption reads: Federal Trade Commission, State of Arizona, State of California, District of Columbia, State of Illinois, State of Maryland, State of Nevada, State of New Mexico, State of Oregon, and State of Wyoming. Eight states, one district, and a federal agency, suing under Section 13(b) of the FTC Act and Section 16 of the Clayton Act.
Judge Adrienne Nelson held a fifteen-day preliminary injunction hearing beginning August 26, 2024. On December 10, 2024, she granted the injunction and blocked the merger pending the FTC's administrative proceeding. The next day, Kroger called the deal off.
Four separate proceedings ran on this merger, and they get confused constantly, so here they are apart from each other. The Oregon federal case is the one above. The FTC also ran its own administrative case — In the Matter of The Kroger Company and Albertsons Companies, Inc., FTC Docket No. 9428 — which the parties jointly moved to dismiss as moot on December 16, 2024, after both withdrew their Hart-Scott-Rodino filings. Separately, Kroger sued the FTC itself in the Southern District of Ohio on August 19, 2024 — No. 1:24-cv-00438-DRC — arguing that the Commission's in-house adjudication violates Article II and Article III. That case was about the FTC's structure, not about groceries. And on the same day Judge Nelson ruled, a Washington state court permanently enjoined the merger under the Washington Consumer Protection Act; I know that from the Oregon court's own later order, not from the Washington file.
Minnesota appears nowhere in the Oregon caption. The only Minnesota presence I found in that docket is Target Corporation, dragged in as a nonparty — ordered on July 12, 2024 to produce a deposition witness on three topics of an Albertsons subpoena, and moving on August 30, 2024 to quash a trial subpoena.
I am not going to tell you why Minnesota's Attorney General was not a plaintiff, because I do not know, and I did not find a document that says. A state can decline for sound reasons: no overlapping stores in-market, a judgment that nine state and district plaintiffs was enough, a budget. The states that did join issued civil investigative demands, retained special assistants attorney general, sat through FTC investigative hearings, hired experts, and ran a coordinated review of more than 19 million documents. That is not free. What I can tell you is what the statute in our own books would have let him do.
What Minnesota's antitrust law says, in its own words
Section 325D.49 gives the chapter its name: "Sections 325D.49 to 325D.66 may be cited as the 'Minnesota Antitrust Law of 1971.'" Fifty-five years old this year.
Section 325D.51 is one sentence: "A contract, combination, or conspiracy between two or more persons in unreasonable restraint of trade or commerce is unlawful." Section 325D.52 is one more: "The establishment, maintenance, or use of, or any attempt to establish, maintain, or use monopoly power over any part of trade or commerce by any person or persons for the purpose of affecting competition or controlling, fixing, or maintaining prices is unlawful."
Section 325D.53, subdivision 1, then names the conduct the Legislature decided not to argue about — agreements among competitors to fix a price, to control supply in order to fix a price, to allocate "customers or markets, functional or geographical," to rig a public bid, or to refuse to deal. Those are unlawful without a further showing of reasonableness.
Read all of that next to the definitions in § 325D.50. Subdivision 4 says "Contract" includes "a purchase, a contract to purchase, a sale, a contract to sell, a lease, a contract to lease, a license, or a contract to license," and that "Combination" includes "a trust, common selling or purchasing agent, pool, or holding company." An acquisition is a purchase. And § 325D.66 forecloses the obvious dodge: no action under the chapter "shall be barred on the ground that the activity or conduct complained of in any way affects or involves interstate or foreign commerce."
The Attorney General's authority sits at § 325D.59. He "may investigate any alleged violation," and on reasonable cause to believe a violation "is imminent, is occurring or has occurred," he may sue on behalf of the state, its agencies, or its political subdivisions. That authority expressly incorporates § 8.31 — which at subdivision 2 lets him serve interrogatories, demand documents on fifteen days' notice, and take depositions, and which says of that discovery: "The discovery may be obtained without commencement of a civil action and without leave of court, except as expressly required by the provisions of subdivision 2a." Discovery before a complaint exists, subject to one cross-reference.
That power is real and it has a Minnesota ceiling, which belongs here and not in a footnote. In Minnesota Twins Partnership v. State ex rel. Hatch, 592 N.W.2d 847 (Minn. 1999), the Attorney General used exactly this authority — civil investigative demands under § 8.31, subd. 2 — to investigate the proposed sale and relocation of the Twins under §§ 325D.51, .52, and .53. The Minnesota Supreme Court quashed the demands. Because it read the conduct as exempt from the antitrust laws, "no enforcement action could follow," and enforcement of the demands was therefore "outside the scope of the Attorney General's authority." Pre-suit discovery reaches exactly as far as a case that could actually be brought, and not one document further.
Then the part federal law does not give a shopper. Section 325D.57: "Any person, any governmental body, or the state of Minnesota or any of its subdivisions or agencies, injured directly or indirectly by a violation of sections 325D.49 to 325D.66, shall recover three times the actual damages sustained, together with costs and disbursements, including reasonable attorneys' fees." In Illinois Brick Co. v. Illinois, 431 U.S. 720 (1977), the Supreme Court held that under § 4 of the Clayton Act the overcharged direct purchaser — not others down the chain of distribution — is the injured party, and that an indirect purchaser may not use a pass-on theory to recover. Minnesota wrote "indirectly" into its own text — and did it on purpose, after Illinois Brick. The 1971 act said only "injured by a violation." The 1984 Legislature added the words "directly or indirectly" and added the second sentence letting a court prevent double recovery, in an act whose own title reads "clarifying the right of indirect purchasers to sue for damages." The person who pays the overcharge at the register is addressed by our statute in terms and generally is not by the federal one.
Where the statute stops
There is no Hart-Scott-Rodino in Minnesota's chapter. No premerger notification, no filing threshold, no waiting period. There is nothing resembling Section 7 of the Clayton Act, which reaches an acquisition where "the effect of such acquisition may be substantially to lessen competition, or to tend to create a monopoly." Minnesota's statute is built around restraint and monopoly power, not incipiency, and that is a real difference in the fit. Section 325D.55, subdivision 2, exempts actions "otherwise permitted, or regulated by any regulatory body or officer acting under statutory authority of this state or the United States." Section 325D.64 bars any action not commenced within four years, though subdivision 2 suspends that clock while an Attorney General proceeding on the same matter is pending and for a year after. And a full-text search of the Minnesota decisions available to me returns sixteen citing §§ 325D.51 or .52. The nearest one to this problem is Twins, where the court held the conduct exempt and so never reached whether a sale violated the sections at all. I did not find one applying either section to an acquisition on the merits. That search is bounded by a corpus with known gaps and is not proof that no such decision exists. It does mean my reading of the text against the § 325D.50 definitions is a lawyer's reading, not a holding.
The part of this that cuts against me
Grocery margins are genuinely thin, and I am not going to pretend otherwise to make a cleaner argument. I pulled Kroger's own numbers from its 10-K. For the fiscal year ended February 1, 2025, Kroger reported net income of $2.665 billion on $147.123 billion in sales — 1.8 percent. For the fiscal year ended January 31, 2026: $1.016 billion on $147.642 billion. Seven-tenths of one percent. A company earning seven cents on ten dollars is not the villain of a melodrama.
The consolidation argument is also real and it was made on the record. Kroger's and Albertsons' executives testified that the merger was meant to build national coverage and the scale to compete against Walmart, Amazon, and Costco. Their brief argued that "[t]he merger will generate billions of dollars in synergies and substantial price reductions for consumers nationwide," and that those lower prices would be lost forever if the deal were enjoined. Judge Nelson rejected that as a reason to permit it — she found the efficiencies behind the promised price cuts neither merger-specific nor verifiable, and gave limited weight to a price promise that was not legally binding — but the pressure underneath the argument is not invented. Two chains squeezed between a national retailer and a warehouse club did not imagine the squeeze.
And she ruled against the plaintiffs on the piece I care most about. On the claim that the merger would hurt grocery workers, she wrote: "At this stage, plaintiffs have not presented sufficient evidence to establish a prima facie case that the proposed merger will substantially lessen competition for union grocery labor." The court's stated reason is worth sitting with: both sides offered mainly anecdotal testimony from union representatives and company executives, and there was no economic modeling of how wages or benefits would actually change. The plaintiffs put on the worker case and lost it on proof.
Most of all: blocking a merger does not lower the price of anything. The merger was blocked in December 2024. Minnesota supermarkets shed 1,369 jobs in 2025 anyway. Antitrust enforcement prevents a harm you cannot see and does not deliver a benefit you can point to at the register. Anyone who tells you a blocked merger is why your cart cost what it cost is selling something.
What antitrust does deliver is a structure in which somebody still has to compete for you. That is worth defending on its own terms, without inflating it.
What we can do
Join the caption. Section 325D.59 already authorizes the suit and § 8.31, subd. 2 already authorizes the investigation that precedes it. The eight states and the District of Columbia carried that load, and on February 27, 2026 the Oregon court held they were entitled to their fees under Section 16 of the Clayton Act, 15 U.S.C. § 26 — which the court read as making a fee award mandatory for a plaintiff who substantially prevails. The amount is still being fought over. Minnesota was not in line for any of it.
Require notice of large acquisitions. The Legislature should add a premerger notification section to chapter 325D — notice to the Attorney General of any acquisition above a dollar threshold that affects Minnesota trade or commerce, with a short waiting period. Not a veto. A mailbox. The state cannot evaluate what it never learns about. And Minnesota has already decided this is worth doing once: chapter 145D gives the Attorney General exactly that look before a health care merger closes. The question is why groceries are different.
Use the indirect-purchaser right we already have. Section 325D.57 makes Minnesota shoppers eligible for treble damages that federal law generally denies them under Illinois Brick. That language has been sitting there since 1984 and it is the strongest consumer tool in the chapter. How far down a distribution chain a Minnesota plaintiff's injury may run before it stops supporting recovery is a question Minnesota courts have addressed and this piece does not answer; the words in the statute are not a promise that any particular shopper collects.
Report the work annually. One public report each year: how many investigations were opened and closed under §§ 325D.49 to 325D.66, with no case details and no names. If the answer is zero, Minnesotans should know that. If the answer is nine, they should know that too.
A statute nobody invokes is not a protection. It is a paragraph.
First the facts. Then the fix.
Sources
Minnesota's antitrust chapter was read as raw text from revisor.mn.gov, section by section: § 325D.49 for the chapter's own short title ("Minnesota Antitrust Law of 1971"); § 325D.50, subds. 4, 5, and 6 for the definitions of "contract, combination, or conspiracy," "person," and "trade or commerce"; § 325D.51 and § 325D.52 for the operative prohibitions, both quoted in full above; § 325D.53, subd. 1 for the per se list; § 325D.55, subd. 2 for the regulated-conduct exemption; § 325D.57 for treble damages to persons injured "directly or indirectly"; § 325D.59 for the Attorney General's investigative and suit authority; § 325D.64 for the four-year limitation; and § 325D.66 for the interstate-commerce provision. Each section's History line was read; every one traces to 1971 c 865, with later amendments noted at §§ 325D.53, .55, .56, .57 and .59 and none in the current biennium. The two session laws behind § 325D.57 were pulled and compared: 1971 Minn. Laws ch. 865, § 9 — coded then as § 325.8019 — reads "injured by a violation of this act," and 1984 Minn. Laws ch. 458, § 1 (S.F. 1807, approved April 24, 1984), an act titled "clarifying the right of indirect purchasers to sue for damages," is what inserted "directly or indirectly" and the duplicative-recovery sentence. Section 8.31 was pulled the same way: subdivision 1 names "the Antitrust Act (sections 325D.49 to 325D.66)" among the laws the Attorney General must investigate, and subdivision 2 supplies interrogatories, fifteen-day document demands, and depositions, with the pre-suit sentence quoted above in full including its subdivision 2a exception. Section 7 of the Clayton Act, 15 U.S.C. § 18, was quoted from the raw text at uscode.house.gov, first paragraph. Section 16, 15 U.S.C. § 26, was pulled the same way; its closing sentence reads, "In any action under this section in which the plaintiff substantially prevails, the court shall award the cost of suit, including a reasonable attorney's fee, to such plaintiff," which is the language the Oregon court read as making the award mandatory.
The litigation was verified through CourtListener by reading the filings, not summaries of them. The plaintiff list, the $24.6 billion price, and the "largest supermarket merger in U.S. history" line come from the redacted complaint in FTC v. Kroger Co., No. 3:24-cv-00347-AN (D. Or.), ECF 87, filed April 9, 2024 (original complaint ECF 1, February 26, 2024). The fifteen-day hearing, the December 10, 2024 ruling, the merger history and Kroger's and Albertsons' store and employment counts, the C&S divestiture package of 579 stores, the failed 2015 Haggen divestiture, the efficiencies findings, the defendants' "billions of dollars in synergies" argument, and the labor-market holding quoted above all come from Judge Nelson's Opinion & Order, ECF 521. The abandonment date, the Washington state court's same-day permanent injunction under the Washington Consumer Protection Act, the Clayton Act § 16 fee ruling, and the 19-million-document figure — which the court attributes to the State Plaintiffs' coordinated review, not to any one state — come from the court's Opinion and Order on fees, ECF 588, February 27, 2026. FTC Docket No. 9428 and the Hart-Scott-Rodino withdrawals come from the joint motion to dismiss the administrative complaint, filed December 16, 2024 and docketed in the Ohio case as ECF 32-3. The Article II and Article III challenge is from Kroger's complaint in The Kroger Co. v. FTC, No. 1:24-cv-00438-DRC (S.D. Ohio), ECF 1, August 19, 2024. Target Corporation's nonparty role is from the Oregon docket at ECF 195 (order of July 12, 2024, requiring a witness on topics three, four, and five) and ECF 436 (motion to quash of August 30, 2024, denied at ECF 449 with remote testimony permitted). That the amount of fees remains contested is from the docket itself: the states' petition at ECF 594 (March 31, 2026), the defendants' opposition at ECF 611 (May 1, 2026), and reply declarations filed June 2, 2026, with no order fixing an amount on the docket as of this writing. Illinois Brick Co. v. Illinois, 431 U.S. 720 (1977), was read in full text on CourtListener for the holding described; the description is a paraphrase of the holding, not a quotation. Minnesota Twins Partnership v. State ex rel. Hatch, 592 N.W.2d 847 (Minn. 1999), was read in full from the Caselaw Access Project's reporter text (pages 847–856, decided April 29, 1999, No. C9-98-890); the two quoted phrases are from the court's holding paragraph.
The employment figures are the Bureau of Labor Statistics Quarterly Census of Employment and Wages, annual private-sector data for Minnesota (area 27000), NAICS 44511, "Supermarkets and other grocery retailers (except convenience retailers)": 42,625 average annual employment and $32,196 average annual pay in 2025, against 43,994 in 2024 — a decline of 1,369, or 3.1 percent — with establishments at 949 and 947. Downloaded from the QCEW open-data files and computed here. Kroger's margins were computed from the company's own XBRL data on SEC EDGAR, 10-K accession 0001104659-26-037723, filed March 31, 2026: $2.665 billion net income on $147.123 billion revenue for the year ended February 1, 2025, and $1.016 billion on $147.642 billion for the year ended January 31, 2026. The percentages are mine.
This piece runs about 2,280 words, past the series' usual 1,100 to 1,400. Four separate proceedings had to be kept distinct with their docket numbers, eight statutory sections are quoted rather than characterized, and nothing sourced was cut to hit a length. Two things are not established here. First, I could not confirm what, if anything, Minnesota's Attorney General did about this merger. The office is absent from the Oregon federal caption and docket, which I searched; that is not proof of inaction, and Minnesota state-court filings are not reliably searchable through the tools used. Second, a full-text search of the Minnesota opinions available to me returns sixteen decisions citing §§ 325D.51 or 325D.52. Three were opened: Minnesota Twins Partnership, read in full; In re GlaxoSmithKline plc, 713 N.W.2d 48 (Minn. App. 2006), a confidentiality fight over documents the Attorney General obtained by civil investigative demand in an antitrust investigation of a refusal to supply; and the most recent, Metropolitan Transportation Network, Inc. v. Collaborative Student Transportation of Minnesota, LLC, 6 N.W.3d 771 (Minn. App. 2024), a nonsolicitation and business-tort dispute among school-bus contractors. None applies the sections to an acquisition. The other thirteen were identified by citation and date, not read. That corpus has known gaps, so this is a bounded search result and not a claim that no such decision exists. My reading of those sections against the § 325D.50 definitions remains a lawyer's reading of statutory text, not a holding. CourtListener has no citator, so nothing above describes how any cited case has been treated since. Nothing here is legal advice. Corrections: campaign@madgettformn.com.