Business groups challenge the first major overhaul of premerger filing requirements in nearly 50 years
3 days ago: FTC Files Fifth Circuit Emergency Stay MotionNew here? Follow stories to track developments over time. Create a free account to get updates when stories you care about change.
The Hart-Scott-Rodino premerger notification form went largely unchanged for 48 years. When the Federal Trade Commission tripled its compliance burden in 2024, business groups sued—and a Texas federal judge just agreed with them.
On February 12, 2026, Judge Jeremy Kernodle vacated the expanded form that required companies to disclose organizational charts, foreign subsidies, and detailed competitive overlaps. Unless the Fifth Circuit grants an emergency stay by February 20, merger filers will revert to the shorter pre-2025 form that took 37 hours to complete instead of 105.
Apex Building as seen from the Newseum balcony, Washington, DC, March 30, 2013. Home of the Federal Trade Commission.
Federal Trade Commission building
2014-04-04-Federal-Trade-Commission-Building-Washington-DC
FTC and DOJ reveal new merger guidelines
Yahoo Finance
The Impact of the FTC's Changes to the Hart-Scott-Rodino Form
Sullivan & Cromwell LLP
The DOJ-FTC 2023 Merger Guidelines: Evolution or Revolution?
TechPolicy
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"How remarkable that it took the federal government a mere 48 years to make a form worse, and only two years for a Texas judge to make it better — efficiency, at last, in Washington, though arriving, as always, through the back door of a courthouse."
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The FTC enforces antitrust law and reviews mergers under the Hart-Scott-Rodino Act jointly with the Department of Justice.
The nation's largest business advocacy organization led the lawsuit challenging the expanded HSR form.
The federal appeals court covering Texas, Louisiana, and Mississippi will decide whether to preserve the expanded form during the appeal.
The FTC files an emergency stay motion with the Fifth Circuit Court of Appeals seeking to preserve the expanded HSR form while the appeal proceeds.
The FTC indicates it will appeal and files an emergency motion with the district court for a further stay pending appeal.
Judge Jeremy Kernodle grants summary judgment for plaintiffs, ruling the FTC failed to show benefits outweighed costs. The order is stayed seven days to allow an appeal.
The new form becomes mandatory for all HSR filings, requiring organizational charts, foreign subsidy disclosures, and detailed competitive overlap descriptions.
Andrew Ferguson becomes FTC Chair following Trump's inauguration; Lina Khan resigns by month's end after being demoted to line commissioner.
The U.S. Chamber of Commerce, Business Roundtable, American Investment Council, and Longview Chamber of Commerce sue in the Eastern District of Texas to block the expanded form.
The FTC unanimously approves the most significant changes to premerger notification requirements in 48 years, nearly tripling average compliance time from 37 to 105 hours.
A Northern District of Texas judge vacates the FTC's rule banning noncompete agreements nationwide, finding the agency exceeded its rulemaking authority.
In Loper Bright v. Raimondo, the Supreme Court abolishes the Chevron doctrine, requiring courts to independently interpret statutory language rather than deferring to agency interpretations.
President Gerald Ford signs the HSR Act, establishing the federal premerger notification program requiring companies to notify regulators of large acquisitions before closing.
Discussed by: Law firm analyses from Latham & Watkins, Davis Polk, and Gibson Dunn note this as a possibility given the FTC's emergency motion
If the Fifth Circuit grants the emergency stay before February 20, merger filers would continue using the expanded form throughout the appeal process—which could take months or longer. The FTC would then argue on the merits that the district court erred in its cost-benefit analysis and statutory interpretation.
Discussed by: Multiple antitrust practitioners including Baker Botts, Morrison Foerster, and Ropes & Gray have advised clients to prepare for this scenario
If the Fifth Circuit denies the stay or fails to act by February 20, HSR filers would immediately return to the shorter pre-2025 form requiring approximately 37 hours of compliance time. This would mark a significant reduction in regulatory burden, though the appeal would continue and the expanded form could potentially be reinstated later.
Discussed by: Analysts note parallels to the FTC's 2025 decision to abandon its noncompete rule appeal after a separate court defeat
The FTC under new leadership could choose not to vigorously pursue the appeal, effectively allowing the district court ruling to stand. This would mirror the agency's September 2025 decision to formally vacate its noncompete ban after losing in court, conceding the rule exceeded its authority.
Discussed by: FTC supporters and antitrust enforcement advocates contend the district court applied too strict a cost-benefit standard
The Fifth Circuit could find that Judge Kernodle applied an incorrect legal standard or that the FTC's cost-benefit analysis was adequate under the Hart-Scott-Rodino Act. A reversal would reinstate the expanded form and validate the agency's authority to significantly expand disclosure requirements.
The FTC under Lina Khan issued a rule banning most employer noncompete agreements nationwide. Ryan LLC, a Texas tax consulting firm, sued in the Northern District of Texas. Judge Ada Brown ruled the FTC exceeded its rulemaking authority and the rule was arbitrary and capricious.
The rule never took effect. The FTC initially appealed but later abandoned the appeal in September 2025.
The FTC formally vacated the rule, returning noncompete regulation to state law. The case demonstrated federal courts' willingness to limit FTC rulemaking authority post-Chevron.
Both cases involve Texas federal courts striking down major FTC rules on similar Administrative Procedure Act grounds—that the agency failed to adequately justify costs and exceeded statutory authority.
The Supreme Court overturned Chevron deference in a 6-3 decision, ruling that courts must independently interpret statutory language rather than deferring to agency interpretations of ambiguous statutes.
Federal agencies lost a powerful tool for defending their regulatory interpretations in court.
The decision enabled a wave of challenges to federal agency rules, as courts now scrutinize agency authority more strictly. Hundreds of regulations previously upheld under Chevron became vulnerable.
The end of Chevron deference created a more hostile judicial environment for agency rulemaking, contributing to the legal framework under which Judge Kernodle evaluated the FTC's HSR expansion.
Congress passed the Hart-Scott-Rodino Act requiring premerger notification for large acquisitions. The FTC and DOJ developed the original notification form, which remained substantially unchanged for 48 years until the 2024 expansion.
Companies above certain transaction thresholds began filing notifications and waiting 30 days before closing deals.
The premerger notification system became a cornerstone of U.S. antitrust enforcement, allowing regulators to review and potentially block anticompetitive mergers before consummation.
The 2024 expansion marked the first major overhaul since the original form's release, raising questions about whether such significant changes require more rigorous justification than incremental updates.