On February 19, 2026, the US Court of Appeals for the Fifth Circuit granted the Federal Trade Commission’s (FTC) motion to temporarily stay the US District Court for the Eastern District of Texas’s order vacating the 2024 Hart-Scott-Rodino (HSR) Premerger Notification Rules “until further order” while the parties brief the FTC’s motion to stay the district court’s order pending appeal. In the order granting the temporary stay, the Fifth Circuit set an accelerated briefing schedule as to whether the stay will apply for the pendency of the appeal on the merits. The FTC filed its brief on February 18, 2026; business association plaintiffs/appellees’ response to the motion for stay pending appeal is due February 23; and the FTC’s reply is due February 26. The temporary stay keeps the 2024 rules and HSR form in effect as of now.
We will continue to provide updates as this matter progresses.
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.
On January 21, 2026, the Indiana Senate Committee on Judiciary voted unanimously to advance Indiana’s version of the Uniform Antitrust Pre-merger Notification Act (the Act). Indiana is poised to become the third state with a “mini-HSR” regime, following Washington and Colorado in 2025. Pending passage by the full legislature and signature by the governor, the Act is drafted to go into effect July 1, 2026.
On January 14, 2026, the Federal Trade Commission (FTC) released increased jurisdictional thresholds, filing fee thresholds, and filing fee amounts for merger notifications made pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The FTC also revised thresholds for interlocking directorates under Section 8 of the Clayton Act.
The Federal Trade Commission (FTC) announced this week that its Premerger Notification Office (PNO), along with the Department of Justice Antitrust Division Premerger Office, will remain open under modified conditions to accept and process Hart-Scott-Rodino (HSR) premerger notification filings in the event of a US federal government shutdown.
While PNO staff will only be online from 9 am to 1 pm Eastern Daylight Time (ET) during each business day, HSR filings may be submitted at any time (and as is customary, those filings submitted before 5 pm ET on any given business day will be treated as filed that day, while those submitted after 5 pm ET will be treated as filed on the next regular business day).
The PNO also said that HSR waiting periods will be unaffected and will run as usual.
What this means
The HSR Act requires that parties subject to the Act must wait 30 days before closing their transaction. This waiting period provides the antitrust agencies time to determine whether to challenge a transaction prior to closing. While the agencies’ continued acceptance of HSR filings during the shutdown is a welcome development – especially given the increased cost and burden of preparing and filing the new HSR forms – the FTC’s announcement and shutdown plan provide limited detail regarding premerger investigations. However, the shutdown plan states that the FTC will except from furlough those lawyers, economists, and support staff necessary to continue premerger investigations to protect the government’s interest. We will provide updates if and when we learn more.
The Trump administration‘s antitrust landscape continues to evolve, with a return to structural remedies, increased transparency in merger settlements, and skepticism toward innovation defenses in tech deals. The US Department of Justice (DOJ) and Federal Trade Commission (FTC) are also actively promoting faster merger reviews and emphasizing strong divestiture standards.
Recently, the Federal Trade Commission and the US Department of Justice both announced their acceptance of structural remedies to address competition concerns in two major tech mergers. The approval of these structural remedies indicates a more flexible approach by the Trump administration, allowing mergers to proceed with strong divestiture packages instead of outright blocking them.
On May 21, 2025, the Federal Trade Commission (FTC) issued its third round of warning letters – and its first under the Trump administration – against pharmaceutical manufacturers challenging their allegedly improper patent listings in the Food and Drug Administration’s Orange Book. The FTC’s action aims to ensure fair competition and lower healthcare costs by preventing brand-name manufacturers from delaying generic competition. Companies that have received warning letters should review their current listings, especially the underlying claims in the patents, and seek legal counsel to ensure compliance.
On April 14, 2025, a federal jury convicted a home health agency executive in a wage-fixing conspiracy under the Sherman Act, marking the US Department of Justice’s (DOJ) first-ever criminal antitrust labor market trial conviction. This conviction marks a significant milestone in antitrust enforcement, highlighting the government’s commitment to addressing labor market wage-fixing and no-poach agreements, and underscores the need for companies to ensure compliance with antitrust laws to avoid legal risks.
The Trump administration’s antitrust landscape continues to develop with key changes in industry and policy priorities, remedy expectations, and agency personnel. Among the updates, Mark Meador was confirmed as a commissioner of the Federal Trade Commission, President Trump signed an executive order to eliminate anticompetitive regulations, and the Department of Justice is partial to populist antitrust with the “America First” movement. These changes signal a shift in antitrust enforcement, with a focus on reducing regulatory burdens and addressing competitive issues in key sectors like healthcare, transportation, and entertainment.
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