As discussed in a prior client alert, on February 12, 2026, the District Court vacated the 2024 final rule that implemented extensive revisions to the federal premerger notification process under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), which revisions were effective for filings made on or after February 10, 2025. In response, the Federal Trade Commission (“FTC”) filed an emergency motion for a stay pending appeal with the Fifth Circuit.
On March 19, the Fifth Circuit denied the FTC’s motion. As a result, parties pursuing M&A transactions can now follow the premerger notification process that predated the 2024 revisions and use the prior HSR form for their submissions, while the Fifth Circuit considers the merits of the FTC’s appeal. This will streamline the process (for now), as the vacated revisions expanded the scope of documents required to be submitted, added expense to the process, and extended the anticipated timeline for preparing, finalizing, and submitting an HSR filing. The FTC has also indicated that it will continue to accept submissions using the new form if the parties voluntarily submit them.
On March 25, the FTC and Department of Justice’s Antitrust Division announced a request for public comment regarding the effectiveness of the federal premerger reporting requirements and potential improvements thereto, indicating that the FTC is considering engaging in a new rulemaking process. The FTC will accept comments from the public until May 26, including feedback on the implementation, effects and areas for improvement of the updated form.
As the FTC’s appeal progresses concurrently with its request for public comments and potential rulemaking efforts, transacting parties should continue to monitor FTC pronouncements and updates regarding the HSR process (including on the FTC’s premerger notification program webpage).