On February 12, 2026, a judge in the Eastern District of Texas vacated the 2024 final rule that implemented extensive revisions to the federal premerger notification process, ruling in favor of the U.S. Chamber of Commerce and other business organizations that had challenged the rule as unlawful under the Administrative Procedure Act (“APA”).
Premerger Notification Process Overhaul
In October 2024, the Federal Trade Commission (“FTC”) announced final changes to the premerger notification filing process under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “Hart-Scott-Rodino Act” or “HSR”). These changes—which 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 (and ultimately consummating the transaction)—became effective for filings made on or after February 10, 2025.
Shortly thereafter, the U.S. Chamber of Commerce and other business organizations commenced litigation in the Eastern District of Texas challenging the final rule. These organizations alleged that the FTC had exceeded its statutory authority because the information now being requested was not “necessary and appropriate” as statutorily required, and that the changes were the product of arbitrary and capricious rulemaking. The FTC defended its rulemaking and the resulting final rule, and both parties moved for summary judgment.
The District Court’s Decision
On February 12, the District Court granted the plaintiffs’ motion for summary judgment and vacated the final rule. The District Court determined that the final rule exceeded the FTC’s statutory authority, concluding the FTC did not demonstrate that the benefits of the final rule (and the additional information requested) reasonably outweighed the costs imposed on transacting parties. Additionally, the District Court found that the final rule was the product of arbitrary and capricious rulemaking in violation of the APA, as the benefits of the final rule did not bear a rational relationship to its costs, and the FTC’s rejection of less burdensome alternatives was based on improper reasoning.
The Fifth Circuit Grants an Administrative Stay
The District Court vacated the final rule but stayed the applicability of its decision for seven days to allow the FTC to seek emergency relief from the U.S. Court of Appeals. On February 17, the FTC submitted an emergency motion asking the District Court to stay its decision, pending appeal, which the plaintiffs opposed and which the District Court ultimately denied. On February 18, the FTC appealed the District Court’s ruling to the United States Court of Appeals for the Fifth Circuit.
Also on February 18, the FTC filed with the Fifth Circuit an emergency motion for a brief administrative stay (which was unopposed) and an emergency motion for a stay pending appeal (which was opposed). On February 19, the Fifth Circuit granted the FTC’s motion for an administrative stay of the District Court’s ruling “until further order of [the] court.” The Fifth Circuit’s order also set forth a related briefing schedule that concludes on February 26.
Next Steps
In this interim period, parties pursuing M&A transactions should continue to follow the revised premerger notification process and use the revised HSR form for their submissions. Transacting parties should also monitor for FTC pronouncements and updates regarding the HSR process.
