Original HSR Act Passage (1976)
Congress passed the Hart-Scott-Rodino Antitrust Improvements Act in response to concerns that the government often learned about anticompetitive mergers only after they were completed, when unwinding them was difficult or impossible. The law created a mandatory premerger notification system requiring companies to file with the FTC and DOJ before closing large transactions, then wait for government review.
Companies faced new filing requirements and waiting periods, creating a checkpoint for antitrust review before deals closed.
The HSR regime became the foundation of U.S. merger enforcement, enabling agencies to investigate and challenge problematic deals before consummation rather than seeking costly post-merger remedies.
The 2026 threshold update continues the statutory framework established 50 years ago. The court challenge to expanded filing requirements tests the boundaries of the FTC's authority under this original grant of power.