backOn February 12, 2026, the U.S. District Court for the Eastern District of Texas vacated the Federal Trade Commission (“FTC”)’s October 2024 amendments to the Hart-Scott-Rodino Act (“HSR”) Premerger Notification Form and Instructions (the “Final Rule”) 1Chamber of Commerce of the United States of America, et al. v. Federal Trade Commission, et al., No. 6:25-cv-9-JDK (E.D. Tex. Feb. 12, 2026).
Effective on February 10, 2025, the Final Rule had substantially expanded the scope of the information and documents required by the parties in the transaction, requiring, among other things, ordinary course documents unrelated to the transaction, drafts shared with board members, substantive analysis and narratives, and expanded information about supply relationships and potential competition. The FTC estimated the costs to comply with the Final Rule would be approximately triple the time and the costs to comply with the previous HSR Form 289 Fed. Reg. at 89,333..
On January 10, 2025, the Longview Chamber of Commerce, Chamber of Commerce of the United States of America, American Investment Council, and Business Roundtable challenged the Final Rule under the Administrative Procedures Act 35 U.S.C. §§ 701, et seq. because it exceeded the FTC’s statutory authority and was arbitrary and capricious.
The court agreed. In an order granting summary judgment for the plaintiffs, Judge Jeremy Kernodle held that the FTC had failed to demonstrate that the expanded filing requirements were “necessary and appropriate” under the HSR Act because it did not show that the rule’s benefits reasonably outweighed its costs. The court stated:
“[T] Final Rule exceeds the FTC’s statutory authority because the agency has not shown that the Rule’s claimed benefits will “reasonably outweigh” its significant and widespread costs. . . .The Final Rule is therefore not “necessary and appropriate,” and the statute “does not authorize [the FTC] to promulgate [the Final Rule].” The Final Rule is also arbitrary and capricious for largely the same reason: the FTC “failed to consider an important aspect of the problem,” namely that the Rule’s benefits “bear a rational relationship” to its costs. . . . The FTC also did not adequately explain its rejection of less costly and burdensome alternatives. Accordingly, the Court vacates and sets aside the Final Rule.”
The court ordered the Final Rule to be vacated, which means that HSR filings would revert to the former HSR form and rules, but it stayed the applicability of the order for seven days to allow the FTC time to seek emergency relief from the Fifth Circuit.
What happens after the seven-day stay period depends on what relief, if any, the FTC seeks from the court of appeals and how the court responds to any such request. One question is whether the FTC will appeal the ruling, given that Judge Kernodle is a 2018 Trump appointee who has blocked other federal regulations. But if the FTC appeals and seeks an emergency stay, they are likely to get an answer very quickly, which would probably continue the stay.
The King & Spalding Antitrust Team will continue to monitor appellate developments closely. In the near term, clients considering transactions should build flexible timelines. HSR filing requirements (e.g., information and documents required for filings) may evolve if the new HSR rules are reinstated.