Hart-Scott-Rodino Filings: Everything Old Is New Again, At Least for Now

The U.S. Court of Appeals for the Fifth Circuit on March 19, 2026, denied the Federal Trade Commission's (FTC) motion to stay an adverse summary judgment ruling in Chamber of Commerce v. FTC. Several weeks prior, on February 12, 2026, the U.S. District Court for the Eastern District of Texas granted summary judgment to plaintiff trade associations challenging the validity of the FTC's 2024 expanded Hart-Scott-Rodino (HSR) rulemaking pending appeal. The decision invalidates the FTC's expanded HSR premerger notification form effective immediately.

Shortly after the order was issued, the FTC announced that it is now accepting HSR filings under the Form and Instructions that were in place prior to February 10, 2025. This prior form has remained the foundational reporting standard, subject to periodic technical updates, since the inception of the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Though the FTC noted it will continue to accept filings made under the now-vacated February 2025 Form on a voluntary basis, this may be part of a transitional grace period to avoid penalizing parties who have already completed the more extensive version.

Background and History of the New Rules

In 2023, the FTC proposed a substantially expanded HSR reporting process. Following a public notice and comment period, the FTC approved the final rule on a 5-0 basis in October 2024 – representing the most significant overhaul of HSR filing requirements in the Act's 50-year history. The final rules, including a new HSR Form and related instructions, were published on November 12, 2024, and became effective on February 10, 2025.

Litigation History

The trade associations' challenge, filed in January 2025, asserted that the new requirements exceeded the FTC's authority and violated the Administrative Procedure Act. In granting summary judgment, the district court concluded that the FTC exceeded its statutory rulemaking authority and called the rule "arbitrary and capricious" due to an inadequate cost-benefit analysis. Following the Fifth Circuit's March 19 denial of a stay, the pre-2025 filing regime is effectively revived while the FTC's merits appeal remains active, with a brief due on April 20, 2026.

New Rules vs. Prior Rules

The 2025 rules imposed a substantially greater burden on filers. The FTC's own data estimated that the revised form would increase average preparation time from 37 hours to 105 hours per filing. The new form required expanded narrative disclosures regarding transaction rationale, competitive overlaps and other items. The prior (and now reinstated) form, by contrast, primarily requires standard revenue data, documents prepared for officers and directors relating to competition (Items 4(c) and 4(d)), and basic structural information. The district court highlighted that the FTC failed to identify a single transaction the new rule would have enabled the agency to detect that the pre-February 2025 form would have missed.

What's Next for the FTC?

The FTC's underlying appeal remains pending before the Fifth Circuit. Because the court denied the stay, the FTC must now wait for the court to rule on the merits of the appeal before the new rules could potentially be reinstated. This means the prior HSR form will likely remain the standard for the foreseeable future.

Though the agency could theoretically seek emergency relief from the U.S. Supreme Court, the FTC would face a significant uphill battle. Beyond the litigation, the agency could attempt to promulgate a similar rule supported by a more robust administrative record, though any such attempt would face the district court's existing finding that the agency lacks the statutory authority to demand such broad disclosures. Current FTC Chair Andrew Ferguson has previously signaled that, although he viewed the 2024 rule as an improvement, he would have preferred a more targeted approach to certain requirements on the new form. 

Deal teams and their counsel should continue to monitor developments but can immediately begin utilizing the less burdensome prior Form and Instructions for upcoming filings.

For more information on the HSR rulemaking litigation and current premerger notification requirements or questions regarding a specific matter, please contact the authors.

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