The decision is an important development for companies engaged in mergers and acquisitions, as it potentially invalidates requirements that have nearly tripled the time and expense associated with HSR filings.

On February 12, 2026, the United States District Court for the Eastern District of Texas vacated the FTC’s 2024 rule that substantially expanded premerger notification requirements under the Hart-Scott-Rodino (HSR) Act in Chamber of Commerce of the United States of America, et al., v. Federal Trade Commission. The decision is an important development for companies engaged in mergers and acquisitions, as it potentially invalidates requirements that have nearly tripled the time and expense associated with HSR filings.

Key Takeaways

• The current HSR filing requirements remain in effect. The court stayed its order for seven days to allow the FTC to seek emergency relief from the Fifth Circuit.
• Companies planning HSR-reportable transactions should monitor for any appeal and emergency stay requests and confirm with outside counsel which form requirements apply to pending and planned transactions.
• If the decision is upheld, it could seriously undermine future FTC rulemaking authority.

Background

In October 2024, the FTC adopted a final rule that significantly expanded the documentary material and information required in premerger notifications. The new rule introduced many new categories of required information, including organizational charts, transaction rationale disclosures, competition documents, overlap descriptions, supply relationship descriptions and information regarding subsidies from foreign entities. According to the FTC, compliance with the new form requires an average of 105 hours, compared to 37 hours under the prior form, representing a nearly threefold increase.

The Court’s Ruling

The court granted summary judgment for the plaintiffs on two independent grounds. First, the court held that the final rule exceeded the FTC’s statutory authority under the HSR Act. The HSR Act requires that premerger notification requirements be “necessary and appropriate” to enable antitrust enforcement, which the court interpreted to require that the rule’s benefits “reasonably outweigh” its costs. The court found the FTC’s claimed benefits, namely detecting additional harmful mergers and saving agency resources, were “illusory or, at least, unsubstantiated.” Notably, the FTC could not identify a single illegal merger in the 46-year history of the prior form that the new requirements would have prevented.

Second, the court found the rulemaking was arbitrary and capricious under the Administrative Procedure Act. The FTC failed to show that the rule’s benefits bore a “rational relationship” to its costs, and the agency did not adequately explain its rejection of less burdensome alternatives such as voluntary submissions and more targeted second requests.

Conclusion

This ruling represents a significant check on agency authority in the merger review context and provides meaningful relief to deal parties. However, the FTC may seek appellate review, and companies should remain attentive to developments as this litigation proceeds. Businesses considering mergers, acquisitions and other HSR-reportable transactions should consult with experienced antitrust counsel to assist with HSR compliance.

For More Information

If you have any questions about this Alert, please contact Sean P. McConnell, Katherine Speegle, Sarah O'Laughlin Kulik, Brian H. Pandya, any of the attorneys in our Antitrust and Competition Group or the attorney in the firm with whom you are regularly in contact.

Disclaimer: This Alert has been prepared and published for informational purposes only and is not offered, nor should be construed, as legal advice. For more information, please see the firm's full disclaimer.