On February 12, 2026, the US District Court for the Eastern District of Texas set aside and vacated the Federal Trade Commission’s (FTC) new premerger notification form and instructions. The 2024 Final Rule that amended the Premerger Notification Rules under the Hart-Scott-Rodino (HSR) Act, which became effective February 10, 2025, requires merging parties to submit substantially more documents and information to the FTC and US Department of Justice. In its decision, the court held that the new HSR rules were “arbitrary and capricious” under the Administrative Procedure Act and exceeded the FTC’s statutory authority under the HSR Act because the FTC had not shown that the additional information required was “necessary and appropriate” to determine if a proposed acquisition would violate the antitrust laws.
The court’s order is stayed for seven days to allow the FTC time to seek emergency relief from the United States Court of Appeals for the Fifth Circuit, which could include extending the stay until resolution of the case on the merits. If the order goes into effect, the new HSR rules will be vacated, and merging parties will need to make HSR filings using the prior, simpler HSR form. This development will not affect which transactions must be reported under the HSR Act – only the level of documents and information that must be included with the initial filing.
This is an evolving situation, so please stay tuned for continued updates and reach out to the authors with any questions.
